My Brave Unicorn Star Fleet Magic
by Dakari-King Mykan
Summary: NOTHING TO DO WITH STAR TREK: Welcome to a new world where a race of winged unicorns battle immense evil forces to maintain peace to their universe. The Equestrians eventually meet these unicorns and realize the full seriousness of how friendship will not always work for everyone, but to save universe and all their friends the ponies and the unicorns will band together in harmony
1. Intro: Welcome to Unicornicopia

**PROLOGUE/INTRO **

_Far off in the distant reaches of the dimensional universe, is the magical world of Unicornicopia, home to a race of winged unicorns. All were under the watchful eye of their leader- The Tri Horned Alicorn, who unlike most unicorns had three horns instead of one. All of which were gold colored, but even he himself did not know the reasons of this astonishing phenomenon that was he._

_Still, he kept a very watchful eye over his subjects._

_Some of the unicorns lived in peace… while others would train to become powerful warriors and join their Grand Ruler in his never-ending struggle against the forces of evil- To become members of "Star Fleet Magic!"_

_Trained well, and skilled with powerful weapons and magic- Thanks to Star Fleet and its warriors, the worlds had been protected from many evil forces…_

_However, there was one evil force that seemed almost too powerful for even Star Fleet to handle- A powerful hooded sorcerer who sought to destroy all that was good and decent, and rule the Dimensional Universe with hatred and chaos beyond imagination._

_The sorcerer eventually attacked Unicornicopia. Star Fleet tried to stave him off but proved to be nearly no match against such terrifying magic._

_Fearing for the safety of his people and the Dimensional Universe, The Grand Ruler fought against the sorcerer and with the power of his golden horns, unleashed the mysterious magic of the uniforce… and was able to render the sorcerer weak, but was not strong enough to effectively destroy him._

_Using the last of his strength, The Grand Ruler sealed the sorcerer away in a distant dark dimension, so that he might never again recover his power and threaten the worlds with his evil._

_For one-thousand years, the threat was long forgotten and only remained in the memories of the past, but The Grand Ruler struggle against evil continued and Star Fleet always would remain on guard for any new or recurring threats to ever rise_

_…_

Lightning Dawn…finished telling the story

He was a white unicorn with a short brown mane and a golden horn. He wore a white armor vest with a number _"AO0C"_ printed on it just above the unicorn's insignia. He also wore a pair of white pants and black boots on his hind legs.

He had been telling the story to his friend- a small fairy with long blonde hair, and wearing a pink skirt. "That's all I know, Krysta." Lightning said to her.

Krysta still hardly understood all this. "I don't get why his majesty would want you to start living in Unicornicopia." She said "You've been living in the royal palace for a long time now, and you still can't do magic."

Lightning wondered this many times as well. He also wondered why The Grand Ruler would take him as his apprentice above all the others. Lightning, although a unicorn, was unable to perform magic like most of his kind. So for many years he lived with his master in the royal palace, which floated in the skies high above Unicornicopia and he learned and was taught how to do things without the use of magic.

Now The Grand Ruler was sending him to live on in the kingdom below. Meet new creatures; make friends and a new life for himself, but to continue his studies, and his training.

He had complete and total faith in his student and knew he would do well, but Lightning felt rather skeptical about this. For ten years he had lived with his master in his palace in the skies. He had never been to the surface before, and still didn't feel that he was ready to start making friends, or trusting anyone again due to a bad history he had in his past.

"Well… I guess we better get going." Lightning said.

Krysta nodded and they both flew off together, ready to start their new lives.


	2. The Return of evil: Part 1

**EPISODE ONE  
****(Part one)**

There were many places in on the planet Unicornicopia; each of them named after their specific colors, and the world's populace consisted of geneticlly altered, anthropomorphic, biped winged unicorns, each of many different colors, and sizes and personalities, and they each had their own specific citizen codes printed on their armored vests, and no two were ever alike.

The unicorns themselves were a bunch of busy bodies. The little ones went to school, and played all day, while the elders had jobs and things to do in their normal life, either for hobbies, or to give for the community, or even both. All not relying so heavily on magic to do their chores, but just using their bare hands... or rather magical gloves that served as hands. It helped to keep their phsycial strengths in check.

Lightning was settling into his new house in White Village where many of the white unicorns lived in cute white cottages or inside of very large tree converted into homes. He had just finished unpacking his things, with Krysta's help. Even though Krysta was small, she was actually able to lift up things up to three-thousand times her own weight, meaning she was able to lift upwards of 1360 pounds, and with he aid of her fairy magic, she even managed to make a house within the walls like a mouse near Lightning's bed. Just perfect for one her size.

"Well, that's everything." Lightning said.

Still, this was no time for them to rest. Lightning remembered his instructions from The Grand Ruler before they left the palace…

_"Once you settle into your new home, I want you to venture out and meet some of the populace. They have all been notified of your arrival and are anxious to meet you. It will help you get off a fine beginning. Good luck my student."_

So, Lightning and Krysta were off. Krysta couldn't fly as fast as Lightning so she simply sat on his head and held onto his golden horn.

Soon, they arrived at their destination. The central town at the very center of the kingdom was Rainbow City Central, the biggest and busiest city in the entire dimension. Tall buildings, and business places were all around, and many, many unicorns were all going about their business, going to work, walking their children to school.

Krysta and Lightning couldn't stop admiring the view, but they didn't know where to stop first to talk to anyone or what to do for that matter. As they walked through a quiet area of the city, where there wasn't as much noise, they suddenly spotted a large garden with all kinds of plants, vegetables, and beautiful flowers. "Wow!" exclaimed Lightning as he gazed at the lovely flowers. "Double wow!" added Krysta as she fluttered around sniffing the many sensational smells. "Mmm…! Smells like… like…" But then her little nose began to twitch, "Ah… Ah… Ah-Ah…!"

"Krysta…?" cried Lightning "Krysta, No!" but Krysta had already sneezed "AH-CHOO…!" and even though she was just a little fairy, that single sneeze caused the flower she sniffed to keel over and lose all its petals. "Oh! Oh my!" cried Krysta.

That's when a red unicorn came dashing over. "Oh, no…! Not again?" he groaned as he gently began to scoop the fallen flower into a pot. Krysta apologized but the red unicorn said it wasn't her fault. "They always keel over when they make someone sneeze. I can fix it, though. No problem. There's no finer gardener than me."

Lightning was amazed. "You mean, you grew all this?" he asked.

The other unicorn nodded. "My name's Buddy Rose. Code-Number: FT5H. I'm the caretaker of the community garden. I can handle any flower, tree, weed- anything that grows." And sure enough, in no time at all, the flower Krysta had ruined was standing upright again, and Buddy didn't seem to use any form of magic but rather ordinary gardening.

"Huh…!" remarked Lightning. "That's amazing. Oh, by the way… I'm…"

"Lightning Dawn…? I know." said Buddy. "The Grand Ruler told everyone to expect you."

"Uh… yeah… he did." said Lightning.

Buddy hated to dash off but he had a few other vegetables to take care of. "Oh I'm sorry to impose, but could you do me a really big favor?" he asked while giving Lightning a small basket of vegetables. "Ugh…!" groaned Lightning as he quickly stood upright and grabbed the basket with his front legs.

"Could you take these to the Rainbow Dish Inn, when you go through town? Please?" and before Lightning could answer, Buddy had gone off, "Thank you!" he called back.

"Nice meeting you…!" Lightning scoffed softly.

"Well… that went well." joked Krysta.

…

Lightning had to carry that basket all over and got a lost a few times. "I should've asked for directions first." He groaned. "Why don't you sit and rest?" Krysta suggested. "Good idea!" Lightning panted and slumped down on a bench by a fountain, almost dropping the basket. "Oh! My poor hooves..!" It was times like this Lightning hated the fact he couldn't do magic as it would make things easier for him.

Suddenly he heard someone say, "Excuse me…?" The voice belonged to an orange unicorn, wearing a red artist's hat, just up ahead who was painting on a canvas. "…you kind of walked into the way of the scenery."

"Ugh!" groaned Lightning, but then the other unicorn caught the sight of Krysta. "Is that a…fairy…?" His eyes lit up like the sun. "Hold still, please!" he said with excitement. Krysta felt confused, but did as she was told, and in almost no time the artist showed her and Lightning his painting. "I shall call it _Fairy Fountain."_

Krysta thought it was incredible. It looked so real almost as if she was staring into a mirror, much to Lightning's dismay that "I notice I'm not in there." he said to himself. "Who are you anyway?" he then asked.

The unicorn introduced himself as Artie. Code-number: HV7J. He was a fine artist who loved to paint, draw, and sculpt. "You should come to my art gallery sometime, both of you."

Krysta's eyes lit up, "We'd love to." She said.

"Yes… but we have an errand to." Lightning quickly said as he scooped Krysta in his right wing. "Let's go, Krysta!" and he ran off with the basket of vegetables, much to Artie's confusion, but he couldn't wait to tell all his viewers that he had just seen and painted a real-live fairy.

Krysta thought that was rude of Lightning. But Lightning thought Artie was a little too eccentric, especially how the way he acted as if he had never seen a fairy before, but that was pretty much the case as Krysta was the only fairy in the entire dimension, but that wasn't important now.

As they turned round the next corner…CRASH! The vegetables were everywhere. Lightning felt the whole world spinning. "What hit me?" he groaned.

He got up and saw a yellow unicorn that didn't see them as he turned the corner and ran right into them. He apologized to Lightning and Krysta… in rhyme.

"I'm very sorry to have run into you.  
That was a very silly thing to do."

Lightning apologized too, as he should have watched where he was going. He then offered to help them both pick up the vegetables and put them back in the basket.

"I'll help you as part of my task."  
Say! Are you Lightning Dawn, may I ask?"

"Uh… yes… I am…." answered Lightning "And this is Krysta."

"Um… do you always speak like that?" asked Krysta.

The unicorn chuckled…

"If you mean if I always speak in rhyme…  
The answer is yes… all the time."  
My name is XL7Z.  
But if you wish, you may call me Rhymey.  
I love to speak in Rhyme, you see.  
…for I write songs and poetry."

Krysta and Lighting never knew anyone who spoke in rhyme before, but it seemed okay to them as Rhymey did just admit he was a poet.

"I hope that again we may chat,  
But I'm busy right now, and I must scat."

Then he flew off leaving a much confused but amazed Krysta and Lightning. "Wow! He sure loves to rhyme." said Krysta.

"And to think we'll that when we meet him next time." added Lightning. Then he and Krysta realized they both just made a rhyme, and they were both not amused.

Eventually, they found the place they were looking for…

Just ahead was a building with a chef's hat shapped roof, and a sign with a blue unicorn that read _"Cookie Dough's Rainbow Dish Inn."_

Lightning felt so relieved and couldn't wait to get rid of the basket he had been holding for a while.

The restaurant was very busy. Unicorns were everywhere. Some, who looked as if they had already eaten, were ordering seconds or just stiffing themselves. "They must've really been hungry." said Krysta. Then, as she sniffed the air, she could tell why. The smell of so many wonderful foods... "Oh! Oh my…! It smells so good."

"Krysta, this is no time to be thinking about food." snapped Lightning, but then his stomach growled. He had quite forgotten that he hadn't eaten lunch what with all the distractions he had been having. "On the other hand…" he said.

Just then, the big doors to the kitchen opened and several waiters and waitresses came out holding tureens and trays of delicious hot foods, fresh tossed salads, fruits and pastries, and then… all the customers rose out of their seats and applauded as the head chef came out. It was that same blue unicorn from the sign on the restaurant. He wore a white chef's hat, apron, and his code-number was BP1D, yet everyone cheered _"Hail Cookie Dough! Hail Cookie Dough!"_

"Honored guests…" Cookie Dough announced. "Your admiration of my humble fare is most appreciated. It fills my heart with joy… to fill your stomachs with delight. Eat hearty, everyone!"

The customers all cheered and continued to feast, but Lightning followed Cookie Dough into the kitchen. "Um… excuse me?" he asked.

Cookie Dough turned round, "Oh! You must be the new delivery unicorn, just set those vegetables down over there in the corner."

Lightning did as he was told but then said, "Actually, I'm Lightning Dawn."

Cookie Dough turned round again. "You mean, _The_ Lightning Dawn? The apprentice of The Grand Ruler…?"

Lightning blinked once "Yes…" and then his stomach growled again. Cookie Dough hated the sound of stomachs growling in hunger. "Oh my…! This won't do." he said and before Lightning knew it, Cookie Dough had given him and Krysta a special table right there in the kitchen and the two were watched him skillfully mix, mash, slice, and chop up all the foods he would use to cook with into a perfect meal for them both. It was almost hypnotic to watch.

"So, you're a cook, obviously?" asked Krysta.

Cookie Dough shook his head and explained that he was actually more of a chef than a cook. "You see… a cook feeds the stomach… A chef nourishes the soul and educates the taste-buds."

Before Lightning or Krysta could say anything more, their meal was set before them. "Try it. You'll like it." said Cookie Dough. Not wanting to be rude, Lightning and Krysta took a little nibble… then like magic… it was as if something inside of them sparked. It tasted so incredibly wonderful; they just had to keep eating until not a morsel was left. Krysta didn't eat too much though due to her small size… to her a little food was a lot.

By the time they were both finished, they felt as if they could hardly move.

It was no surprise that was what Cookie Dough was famous for. He could satisfy the appetite of anyone, even if they were even hungry.

Before Lightning and Krysta left, Cookie gave them an invitation he was meant to hand to them upon their arrival. It was an invitation to the town library and observatory, but exactly why or what for, it didn't say.

So they decided to head straight over, following the directions on the invitation, but as they went they passed by the hospital and someone called out. "You there…! Hold it!"

Lightning turned and saw a white unicorn with a pink mane, and wearing a cap with a red cross on it approaching him. Her number was DR3F, but everyone knew her as Dr. Penny Sillion. "Are you Lightning Dawn?" she asked.

"Um... yes, I am." said Lightning.

"Thought so… Come with me." replied Dr. Penny as she dragged Lightning into the hospital, much to his protest. "Hey! What are you?"

The Grand Ruler's orders were that every new comer to Unicornicopa had to have a physical examination, and that's exactly what Lightning went through, but in addition to the traditional things, Lightning was also put a treadmill to see how fast he could canter, or flutter with weights on his back to see how much he could support, but the worst test was the magic test, which was like having your blood tested, and almost done the exact same way, only much to Penny's surprise. "What…?" she exclaimed when she realized Lightning didn't have any magic like most unicorns she saw "Yet, you have a golden horn…?"

"Yes!" snapped Lightning. "I don't have magic, but I have a golden horn. Yet I'm fit as a fiddle, healthy and keen- Can I go now?"

Penny saw no reason why he couldn't, but she assured Lightning she would see him again. _"A gold-horned unicorn that can't do magic?" _she thought. _"I just don't understand."_

…

Lightning was getting tired of running into so many unicorns everywhere he went. "Couldn't I have just met them all in one place?" he asked "I'm getting tired, and I would like some time to myself at least."

"Aw, come on, Lightning." Krysta reminded him, "You're still getting know the place, and that's what The Grand Ruler said, right?"

Lightning knew she was right. He didn't mean to act the way he was, but he was still new in town, and still felt nervous and unsure if this was the right thing for him. Nevertheless, he and Krysta continued on their way through town, and finally reached the library. "This must be it." He said as they ventured inside, only to find everything was all dark. They couldn't' see anything, even when Krysta used her glow to make a little light. "This is getting creepy." She shuttered.

Lightning felt the same, and he got a sick feeling that they weren't alone. Then, all at once, the lights went on followed by the voices of many yelling _"SURPRISE…!"_

Balloons and decorations were everywhere as confetti fell from the ceiling, and big banner that read, _"Welcome, Lightning Dawn"_

The head of this party was the librarian, Inquerius. Her number was ES4G. She was a light pale amber coated unicorn and a light grey mane, and wore half-moon spectacles. "Are you surprised, Lightning?" she asked.

Lightning was almost speechless. "I… uh… this… me…?" Before he could say anything else, all the unicorns approached him introducing themselves, and offering him some refreshments, or to join a game, or even dance. "I think I'll just have some punch please." cried Lightning, who really needed to cool off from all the sudden buzz and excitement.

So much had already happened to him that day he hardly ever had anytime to himself or to rest, and every time he tried to excuse himself he would bump into another unicorn and find himself unable to get away. "Krysta…! Help…!" he begged, but Krysta was a little preoccupied by her own fan-crowd of spectators who were amazed to see an actual fairy.

Then suddenly, all went dark, and the stage curtains at the back of the party lit up for the entertainment was about to begin. "And now everyone…" the announcer called, "The mystifying magic of… Abra-Kadabra…!"

POOF! A puff of purple smoke puffed and then, as if out of nowhere, appeared a purple unicorn, wearing a magician's hat and cape, and his code, CQ2E, was sewen onto his tuxedo. "Thank you! Thank you!" he said with a kind English accent, to the cheering crowd.

"And now… if I may have a volunteer to help me with my first fantastic trick, please!"

Since Lightning was the guest of honor, you can bet the crowd was urging him to go, shoving him up on stage despite his protests. "Well, Lightning Dawn- how wonderful I am to meet you." said Abra.

"Yeah…! Charmed…" said Lightning.

The first trick was the old magic-box. Lightning stepped in. The door was shut. Abra tapped each his hooves twice. The door opened, and Lightning was gone. _"Ooh…!" _went the crowd and Abra then took of his hat, and gave it a tap, and plop. "Ah…!" Lightning fell out of it and onto the stage. The crowd cheered for both Abra and Lightning.

It was a good thing that, after which, everyone was so preoccupied watching the show and the entertainment, that Lightning and Krysta could finally slip off deeper into the library to have to quiet time instead of having to talk to someone new every ten seconds.

I'm going to go book browsing. Krysta said. "Want some company?" Lightning offered. "No thanks. I'll be okay." replied Krysta as she flew off. Lightning had a good idea of what Krysta was looking for and he hoped that she would find it.

Lightning could only sigh, and then he turned to gaze out a window. The night has certainly come quickly, but then again he did have a very busy day so the time just flew by.

Lightning knew this was The Grand Ruler's doing, he always brought in the most beautiful nights, but Lightning's daydreaming was interrupted when a book fell down and landed right beside him. "Huh?"

It was an ordinary book on astronomy. "Is anyone down there…?" called a feminine voice form up a spiral flight of stairs. "Yes…?" Lightning called "Is this your book?"

"Yes! Could you bring it up please?"

Lightning flew up to the top instead of climbing the stairs, and emerged in the observatory on top of the library, which was rather only but a single room, much like an attic.

"Oh, thank you so much." said the voice. Lightning turned round and saw the voice belonged to… the most… beautiful unicorn he had ever seen! She was white, and had a violet sparkling mane, long eyelashes which glittered when she blinked; her armor sparkled like the very stars themselves. She was looking through her telescope, up at the night sky.

Lightning felt all strange and soft inside. "I, uh… I didn't see you at the party." Lightning said

"Oh, I didn't feel like it. I just can't stop looking up at the stars." answered the unicorn.

"Um… what's your name?" asked Lightning.

The unicorn looked at him and spoke softly. "My name's Starla- Starla Shine. Code-Number: KY1M. Who are you?"

He hesitated for a minute as he found himself lost in Starla's eyes, "I'm Lightning Dawn. Code-Number: AO0C."

"Lightning…" Starla said softly.

The two of them seemed to get along well for having just met. Starla explained she loved to look at the stars because to her they were just so mystical and held many secrets, almost like they could tell you a story or give advice.

She kept all her sightings in a notebook she had with her, and showed Lightning all the many constellations she had discovered. Some that even dated back to the time when The Grand Ruler fought off the evil sorcerer one-thousand years ago and defeated him.

"Lately I've been trying to discover more constellations or something new." Starla said

"Well what's out there tonight?" asked Lighting. Starla took a peek through her telescope. At first she saw nothing but the same old stars, but then. "Wait a minute! What's that…?" She spotted a strange sort of light, but it defiantly wasn't a star. It looked as if it was moving.

Lightning could soon see it with his own eyes. "Whatever it is… I think it's coming right this way."

Suddenly there was large quake followed by strikes of dark lightning, with a very loud and a sinister laughing sound!

"What's happening?" cried Lightning.

"Oh…!" cried Starla!

They could hear the other unicorns screaming down below and dashed down to see what was going on. "Lightning!" called Krysta "What's going on…?"

"Can this be…?" cried Inquerius "Are the rumors true…?"

The doors flew open letting strong winds into the place as the windows shattered. Everyone was running about in panic as a large flash of lightning and big roar of thunder struck.

Then… there… on the stage… appeared a tall human-shaped figure dressed in dark robes, shoulder-guards, and a dark hood atop completely concealing his face within its shadows- except his eyes, his red and evil eyes glowing in the darkness within the hood.

Lightning could barely speak as he just stood there, gawking at the evil creature as it spoke. "I… am… Titan! The emperor of all darkness, and bringer of chaos and nightmares…!"

His appearance seemed familiar to Lightning, and that's when he made the comparisons to the old stories. "You…!" snarled Lightning "You're the one I've heard of from the stories. That same evil The Grand Ruler banished to the Dimension of Darkness!"

Titan chuckle evil "Yes…! But alas, that seal could not keep me a prisoner forever. Your Grand Ruler should have finished me off when he had the chance! Now, his mistake shall be inflicted on you all as my first order of vengeance of being locked up for all these centuries…!"

He raised his monstrous hands up high unleashing powerful bolts of energy everyone to further frighten everyone and his evil laugh echoed "This world… and all that reside here SHALL FEEL THE WRATH OF DARKNESS!"

**_To Be Continued...!_**


	3. The Return of evil: Part 2

**EPISODE TWO  
****(Part 2)**

With his raging fury, Titan began to capture some of the unicorns, and imprison them in large bubble-like objects. Even Krysta was accidentally caught as well. "Lightning…!" she screamed.

"Krysta! No…!" cried Lightning

"Easy pickings!" laughed Titan.

Before long, the library was a complete and total mess. Bookshelves were knocked down; books scattered all over the floor along with the broken glass and ruined party supplies. All the other unicorns began to run in panic, much to Titan's amusement.

Lightning was furious! "What are you going to do with those captured unicorns?" he demanded to know.

Titan gazed at him and his eyes glowed. "You wish to know…? Allow me to show you then!" he raised his hand and was ready to zap Lightning…

"Hold it right there!" snapped a voice.

Titan looked towards the door, and Lightning saw some of the unicorns he had met that day. Buddy Rose, Artie, Rhymey, even Starla. All four of them were standing upright. Their armors looked shinier, and stronger, and now they had on knee and elbow pads, and wore magic gloves which acted as actual hands for them, and they all wore thick and cool bands round their eyes like masks.

"In the name of Star Fleet… I order you to cease and desist." demanded Buddy Rose.

Lightning could hardly believe it. His four new friends were all members of Star Fleet too, and Titan could hardly believe that Star Fleet was still around after all this time, but he simply chuckled "You don't know what you're up against."

"You don't know what you're up against, Titan." snapped Artie.

Rather than cause a real ruckus, Titan decided to test the warriors out. "If you truly wish to save your friends, I'll give the chance… but you'll have to find me first." Then he vanished in a cloud of black and purple smoke, taking his prisoners with him. "KRYSTA…!" cried Lightning. Feeling overwhelmed with sadness and anger, he angrily pounded the floor with his hoof in frustration.

The others felt sorry for Lightning, but now they had to head off somewhere. "I'm going with you." Lightning said.

"Lightning, No." Buddy Rose said "This is a job for Star Fleet, you should get to safety. We know how you feel about Krysta. We'll get her back. I promise." And before Lightning could protest, the four warriors moved on out. Starla stopped at the door and gazed back at him, almost apologetically, but then she ran off to join her teammates. Lightning angrily pounded the floor again.

The library was still in a mess, until Dr. Penny arrived with her team to help treat anyone was hurt, and following her was an elderly green unicorn, wearing square glasses, the code GU6I, and spoke in an English accent. "Mmm… I say!" he said "What's happened…?"

Inquerius approached him "Can you not tell…?" she asked "Did you not feel the danger?"

"Didn't we all?" added Lightning.

The green unicorn admitted that he did calculate the tremors, "But… I wouldn't have believed it possible that Titan has… mmm… eh… returned as it were."

"Well that's fine and dandy, whoever you are." said Lightning "But it doesn't help find where he's gone or where he's taken the unicorns he took, and my friend Krysta."

The green unicorn kept his cool. "My name, good sir, is Brain- an auxiliary Star Fleet fighter… and as soon as I knew there was trouble I began to… eh… make my calculations, and confirm my theories, and I have come to tell you that, I just may know where Titan has gone."

Lightning's ears twitched. "Where…? Where have they gone? You have to tell me!"

Brain told Lightning to calm down and come to his laboratory house in Greenland.

…

Brain was a regular genius and scientific inventor, and as an auxiliary Star Fleet member he wasn't always involved in too many battles, but was always there when and if needed. His laboratory seemed massive loaded with all the usual things you would find.

"Please do not touch anything." He warned Lightning "One little accident in a laboratory could cause massive trouble." Then Brain then sat himself down at a strange contraption that seemed to be heating water. Brain sniffed the steam. "Ahh…! Satisfactory…" he sighed "Most satisfactory."

"What… what is that?" asked Lightning "Is it a device that lets you find Titan? Something that can beat him or get the unicorns and Krysta back…?"

"What? Oh, don't be silly…" said Brain "This device is merely used to make me a cup of tea. I've finally perfected it you know."

"A cup of tea…?" Lightning asked in annoyance "I thought you said you knew where Titan had gone?"

"But I do…" snapped Brain. He cleared his throat "Begging your pardon. If you will just hand me that map over there..."

Brain unfolded the map as soon as Lightning passed it to him, and consulted his notes. "Mm... let me see. Ah, ha! Satisfactory…! Most satisfactory..."

"What is it?" asked Lightning.

Brain explained that the only place Titan could have taken the captured unicorns would be to Blacktop Mountain, which was located on the other side of Violet Swamp.

"Then that's where we should be heading." Lightning suggested.

"Oh, good heavens, no!" snapped Brain "You know it's dangerous to be wandering through the swamp at night? It… eh… especially would not be bright considering… em… our enemy would be expecting you. That is what had said, was it not?"

Brain had a point. Violet Swamp was already a dangerous place even in daytime, but to tread through at night knowing that Titan was likely there, and expecting him was very dangerous. Lightning would also be all alone and he had no magic or weapons to defend himself with.

"I don't care!" Lightning said "Krysta's in danger and so are all the captured unicorns. I'm not just going to sit around and do nothing. Grand Ruler also trained me well. I know I can do this." With that, he decided to fly out on his own.

"Oh, dear!" cried Brain "The poor chap… I do hope he thinks twice of this at the last moment."

…

Black-Top Mountain was the tallest mountain in the entire dimension, and the upmost level of ground anyone could reach without having to fly so high. An old shrine lay on the mountaintop. Centuries ago it was used as a meeting place for Star Fleet fighters of the past, and that was exactly where Titan was now. All the unicorns were still trapped in their bubbles desperately trying to escape, but to no avail.

Titan was most surprised to realize he had captured Krysta as well. "It's not every one comes across a fairy." he said.

Krysta tried with all her magic and might to escape, but the bubble simply wouldn't break. "What are you planning to do with us?" she demanded to know.

Titan didn't mind explaining to her that he was planning, and while he did he was interrupted along the way by the arrival of three other unicorns. These unicorns were dark and evil looking creatures. Titan had created his very own unicorns to serve as his minions… from corpses and graveyards soil, and infused with a small portion of his magic.

One of the three was a shadowy black unicorn with a sinister voice "Mysterious, at your service my lord." he hissed

The second was a tough and rather pompous but strong unicorn holding a scythe. "Rep Stallion, here master."

The third was a female. She seemed rather attractive, but she was dangerous nonetheless "Dementia is my name. Don't wear it out." she teased.

The minions had reported that the members of Star Fleet were on their way but they had also spotted a white unicorn with a golden horn at the edge of the swamp.

Titan held both his hands together creating a ball of light he used to view the edge of the swamp, and he saw Lightning. "Why, it's that annoying little creatures who tried to stand up to me."

Titan had heard stories of Lightning Dawn and how he had no magic to even do card-tricks, let alone anything spectacular, but he also knew he was the Grand Ruler's apprentice. He had a feeling there was something special about Lightning… possibly to do with his golden horn.

When the minions asked if they should dispose of him, Titan refused. "Let him go." he simply said. He wanted to see Lightning in action and hopefully find out any secrets that would be helpful. "And what of Star Fleet, my lord?" asked Mysterious.

Titan merely turned to his minions and answered with his red eyes glowing madly. "You know what must be done."

…

Lightning stood at the edge of Violet Swamp, and Brain wasn't kidding when he warned him- it really did seem dark and creepy at night. Just a simple gaze through all the thickets and brambles was enough to send chills up his spine. Still, Lightning has come this far, and he knew Krysta and the other unicorns were in danger. "Well… here goes." He said to himself. Then he took one step forwards, crushing a twig with his hoof followed by all kinds of screeches and noises from within the swamp. He gulped nervously but ventured forth.

It was hard to see when there wasn't so much light, but at least it wasn't so pitch dark you couldn't see anything at all. Lightning figured the best way to traverse the swamp was just to keep going forward. He would eventually reach the mountain trail for sure. Jagged rocks, fallen logs and dangling vines seemed to trip him everywhere he stepped. He even ruined his boots got his front hoof dirty by stepping in mud. "Yuck!" he groaned.

Suddenly, Lightning turned and thought he saw a monster, but it was only a tree in the shape of a monster. He saw a scary claw, which was actually just a long branch. Lightning took in a deep breath and counted to ten, then again, and felt better… until he heard the sound of footsteps coming towards him. Quivering in fear, he ducked down, and peeped, "Who's there…?"

The bushes shook and twigs snapped, but then a friendly voice called. "Lightning…? Is that you…?"

Lightning peeked up and saw it was Starla. He sighed heavily in relief. Starla called out to the others who were all close by. They all came over holding flashlights and lanterns "What are you doing here?" asked Artie "We told you not to follow us."

Lightning explained that he didn't follow them deliberately and came out here on his own.

"We realize you are in such worry.  
But you must leave here in a hurry." said Rhymey

"Listen!" Lightning snapped at them all "You can tell me that as many times as you want, but I'm not leaving."

The others could tell there was no point in trying to say no. So, despite it being against Star Fleet's code, they allowed Lightning to come with them. So they all traversed though the swamp together. Rhymey even decided to make things easier. Horn glowed, and he shouted, **_"WARD SWORD!" _**causing a simple knight's sword to materialize so he could cut and hack away at all the brambles and thickets, making a clear path through.

"Follow me this way…  
Hurry now! Don't delay."

Everyone followed quickly, because all the things that Rhymey had hacked seemed to grow back almost instantly.

Suddenly, Starla began sinking. "Hey!" she shrieked "Quicksand!" The others all leapt away before they got sucked in, but Starla couldn't seem to get out, and if the others moved to close, they would get sucked in too. "Starla…!" Lightning called "Don't struggle. You'll only sink faster."

Starla remained calm, and then Lightning pulled a vine from a tree and tossed it to her. Starla caught it. Then the whole gang pulled hard and yanked her out of the sand. Starla was okay, but she was most confused. "There's no quicksand in this swamp."

Suddenly, they could all hear the sounds of heavy footsteps. "What now?" Lightning asked. He soon got his answer as monstrous shadowy images seem to jump right out from round the trees and open fire on them. "Look out!" cried Buddy Rose and everyone leapt out of the way. "Run!"

There was worse to come as those shadows seemed to be popping up all over the place, and worse, the trees were falling over as they had been slashed as if someone were trying to crush the gang, but finally, after running for a while and dodging all the traps they made it out of the swamp all in one piece

"What a nightmare!" Buddy Rose panted.

Lightning was glad to be out of there and now just before them was the starting trail of Blacktop Mountain, and it looked even more eerie than the swamp, sending chills up everyone's spines.

Still, they all climbed, and resisted the urge to fly up the mountain, not knowing what traps lay ahead. Not only we're there more monsters along the way, but booby traps as well- Things like hidden pits, rock slides, falling boulders. Even scary shadows, which only turned out to be the shadows of the gang all huddled against the mountainside.

"And you Star Fleet guys do this all the time?" Lightning asked.

"Yes… we do." Artie said. "That's why we all joined to help out."

Lightning had only read and heard stories about Star Fleet while living with the Grand Ruler. Titan was not the only evil they had ever faced, but there was always some bad guy or other evil forces out there causing trouble. If not for the unicorns, then other races were suffering. So over the ages, Grand Ruler sent many legions of Star Fleet warriors to patrol areas of Dimensional Space and stave off any evil they could find.

This was what inspired Lightning's new friends to join Star Fleet. All their ancestors were part of the force and they all wished to continue the legacy and protect Unicornicopia. Lightning began to wonder if maybe he should join, but he quickly became discouraged due to the fact that he couldn't do magic or summon weapons like the others.

The others felt sorry for Lightning, and wished there was something they could do. "By the way…?" asked Starla "Why do you have a golden horn, anyway?"

Lightning didn't know the answer to that himself. For years he studied and searched through his books, but he could find nothing on golden horns, and even asked Grand Ruler many times, but he was only told the same thing… to give it time. All would be made clear.

Lightning hoped he would find the answer soon, but right now it was time to focus. Soon, after a while of climbing they reached the top of the mountain and there was the old shrine temple just ahead as a flash of lightning and the booming of thunder made everyone wince.

"Well, here we are…" Artie said nervously. That's when the doors to the shrine creaked open, as if they were being invited in.

"Gee! Do you think it's okay…  
To go in that way?" asked Rhymey

"We have too." said Lightning "We didn't come all this way to just turn back now."

They all quietly walked through the open doors. It was dark and eerie inside. Nobody could see a thing. "Think we should announce we're here?" asked Buddy Rose.

"How should we do that?" asked Starla

"How about… come and get us?" Lightning called out. That was when the doors slammed shut behind, and everything went pitch black. Everyone else screamed all at once. "…Although a bloodcurdling scream is just as good." replied Lightning.

That's when a torch on the wall lit with fire. Then another torch lit, and another, and another, all the way around the shrine. "Look!" cried Starla.

It was the Unicorns, all sleeping inside magic bubbles, and "Krysta!" cried Lightning. He dashed over towards the bubble. "Lightning, No…!" called Artie

"Don't go…!" rhymed Rhymey

Lightning reached the bubbles, but found his hoof could pass right through them. "These are illusions!" That's when all the bubbles vanished instantly, and sounds of laughter echoed throughout the shrine as Titan's minions appeared. "Well, hello there…!" hissed Mysterious.

Rep-Stallion and Dementia snickered cheekily.

"Who are you?" snapped Buddy Rose "And what have you done with the unicorns."

"…and Krysta!" added Lightning

"They're safe… for the moment." said Rep-Stallion.

"And if you behave nicely, we just might make your fate less painful than theirs." added Dementia.

The gang was starting to tell that these creeps were going to give them no end of trouble. "Don't get any ideas!" snapped Artie "When The Grand Ruler finds out about this…"

"Don't flatter yourself." snorted Rep-Stallion. "We can beat his magic with one hoof. Well, maybe two."

The unicorns stood upright on their hind legs. Rhymey held his sword tightly.

Lightning, however, wasn't sure what to do. He didn't have any magic to use, so at best, he ducked behind a column and watched as the others began to brawl!

Artie and Buddy Rose went after Mysterious. "Let's get him!" shouted Buddy, and the boys charged at their enemy only to end up passing right through him.

"Huh…?"

"What…?"

"You missed me." Mysterious mocked at them. The boys tried again only to repeat what happened. Then suddenly they realized. Mysterious was no ordinary unicorn, he was a shadow. He was made of actual darkness, like air.

"You can't touch me…" hissed Mysterious as he ran past the boys, striking them with his horn. "… but I can touch you!"

Even with their armor on, Buddy and Artie felt this would be harder than they thought.

The others weren't having much luck either, as Rhymey and Rep-Stallion went at it with their weapons. Rep-Stallion was very skilled in wielding his scythe, but he was rather impressed by Rhymey's swordplay. "I must say, you are rather good…"

"I have practiced for long… like anyone should." rhymed Rhymey.

Rep-Stallion sniggered, and then pulled a cheap magic attack, **_"SCYTHE SHOCK!"_** and his scythe began to spark with electricity that gave Rhymey a jolt. "Ah…!"

"I've had enough…  
It's time to get tough!"

He spread his wings out and shouted, **_"DRILL QUILL!"_** and as he flapped his wings hard, he sent a swarm of sharp quill feathers from his wings at his enemy like missiles. Rep-Stallion got hit several times as sparks and small explosions hit him. "So, you want to play that way? Fine then…!"

Meanwhile, Dementia and Starla stated each other down. "Let's see what you've got." Dementia sneered as she charged forward. Starla leapt out of the way. **_"STAR SHOWER…!"_** and with her shout sent a wave of small star-bolts straight at Dementia, nearly ruffling her mane and Dementia did not like it when someone tried to spoil her pretty looks, and Dementia did not like getting her looks spoiled She turned and glared furiously at Starla. "Oh…! Ye who messes my mane WILL PAY!" she shouted and charged at Starla with all her might.

Dementia also demonstrated her ability to warp the fields around her to negate attacks. Her moves were basically defensive as she didn't like spoiling her looks. "Like they say… a good offense is a strong defense!"

Starla didn't care, but as the fight was about to continue, Titan appeared and called his minions off. "That's enough." he said with an evil snicker. "You have done well, my minions. Return to the castle."

The minions, though disappointed as they were having so much fun, obeyed their master and vanished into thin air.

Lightning peeked from behind the column. "Oh, no…!" Lightning whispered.

"What do you want…?" growled Buddy Rose "Give us back the unicorns."

"Never!" scoffed Titan "But if you insist on seeing them again, I'll be glad to let you join them!" and he fired a stream of magic at the unicorns, most of them dodged, but Starla got hit. "Uhn…" she cried and she was trapped in a magic holding-bubble.

"Starla…!" shouted Lightning

"Let's get him!" shouted Artie! and everyone fire their best attacks all at once…

**_"PTEAL DANCE…!"_** A swarm of razor sharp leaves…

**_"PAINT BOMB…!" _**Artie fired blobs of paint, which were actually powerful explosive.

**_"DRILL QUILL…!"_**

Titan got hit, but it didn't look as if he was even fazed. "Fools!" he scoffed and, one by one, he trapped each of them in more bubbles, ready to drain their magic.

Lightning was horrified. "What am I going to do?" He was so livid to see his new friends being tortured and harmed as Titan began to absorb their energy, but then he leapt right out and shouted, "LEAVE THEM ALONE…!"

Titan turned to face him.

"Lightning, don't!" cried Starla.

For a moment, nothing happened, and then Titan fired a small projectile which Lightning barely dodged. "Stay out of my way, Weakling! I don't know why the Grand Ruler chose you to be his student, but I'd say he made a poor choice."

Those words made Lightning furious and he stood upright on his hind legs. "Never say anything like that about my mentor again!" and he charged towards Titan roaring like a monster.

Impressed with his courage, but annoyed by his peskiness, Titan continued to fire more shots at Lightning, only to realize that Lightning was pretty quick on his feet and dodged each and every shot as if they were coming at him in slow-motion.

Titan growled and then fire one giant shot of power but Lightning leapt right over it and, with a fierce battle cry, he soared downward and managed to kick Titan right in the chest.

Titan growled in anger as held his chest. "You dare strike me…?" His body began to glow with extreme anger, and he flapped open the lower area of his massive robe revealing that he had no legs at all, and that it was all just black and purple smog. "What…?" snapped Lightning "How…? But what…?" and while he stood there stammering in confusion, Titan saw his chance and unleashed a strong wave of extreme dark energy which hit Lightning with the force of a hurricane draft.

"LIGHTNING…!" the others all shouted, and when the smog had cleared, Lightning lay flat on the ground and felt very weak and sore. Titan laughed hard and evilly and continued to mock at him, "And you call yourself a unicorn?"

Lightning struggled to get up, but he kept on falling back down again. Titan decided, "Well then… allow me to put you out of your misery!" He began to power up again for one final, really big blast. The others could hardly bare to watch, this truly looked like the end for Lightning…

"No…!" Lightning shouted and he struggled, and struggled, and he manage dot stand back onto his hind legs, much to Titan lividness. "Are you still thinking you can win…?" Titan asked.

"I'm… not… thinking…" said Lightning "Magic… or no magic… I KNOW I CAN BEAT YOU!" That's when his golden horn began to glow with a mystical light that seemed to cover all of Lightning's body. He felt incredibly strong now.

"That… that glow!" growled Titan "…No! No it can't be…?"

The others all watched in amazement. "Is that what I think it is…?" asked Buddy Rose.

"Without a doubt…

The truth now comes out!" said Rhymey.

Titan was not willing to let it be so. "Say goodbye…!" he snarled as he continued to charge up, but Lightning, still glowing, stepped forth and recited a chant…

_"I summon forth a mystic power  
__To aid me in this darkest hour  
__Casting now upon my foe  
__I now unleash… this magical glow…!"_

Titan roared loudly and fired his magic-stream, and Lightning shouted, **_"…UNIFORCE!"_** He fired a large and powerful golden force of extreme magic which met with Titan's force sending it right back towards him. "AAHH-Uh…? NO…!"

KAPOW! He was hit hard and seemed to explode in a ball of fire, leaving only his charred robe behind.

Lightning stopped glowing, and he felt extremely exhausted now as if he had just blown out his very body energy itself

The real bubble cells holding all the imprisoned unicorns appeared, and vanished now that Titan was gone. Lightning's friends were released from their bubbles while outside, the dark clouds lifted as the evil vanished from the mountain and the swamp below.

Everyone shouted for joy, and Krysta was so happy to be free and so proud of Lightning while the members of Star Fleet were amazed. "He did it." said Buddy Rose.

"But how…?" asked Arite.

Lightning was slowly recovering his strength but he still felt a little woozy. "Wow!" he exclaimed "What did I just do…?"

"Lightning, you won!" cried Krysta "You saved everyone."

Lightning felt really shocked and amazed with himself. It all happened so fast though.

Suddenly, the doors to the shrine opened, as dawn began to break and the sun shined through, followed by a mystical glow and then… he appeared- a handsome, tall white alicorn with a short dark mane with sparkling stars glittering just like his tail. He wore jewel encrusted golden armor with doublets on each side into it, a red cape with gold markings fluttering on his back, even though there was no breeze. Golden Pegasus wings, golden boots on his front hooves and black on his back ones, and atop his head were three golden horns, all shimmering like the stars

The unicorns all bowed, and so did Krysta.

Lightning's eyes lit up and he actually found the strength to leap for joy. "Grand Ruler…! You're here!"

He ran over to greet his mentor, and The Grand Ruler was pleased to see everyone. "Lightning, my boy…I am pleased you and everyone are safe, and I am very proud of you."

He explained that he had witnessed everything that cautioned everyone to listen to what he had to say, and much to everyone's shock, Titan was not really gone.

Using his magic, Grand Ruler levitated Titan's charred robe over to him and pulled out a damaged block of wood with an ancient seal marking on it. "This was not actually Titan, but in fact a hollowed imitation of him."

He explained that ever since he had fought against Titan a-thousand years ago and banished him into the Dimension of Darkness, it was always known and feared that Titan would one day make an attempt to escape and return to finish what he started.

"Well… it seems as though our fears have been answered."

He continued to explain that Dimension of Darkness was an old prison planet located in the far reaches of Dimensional Space, and the seal that had kept Titan there for all the centuries was now beginning to weaken. Titan had obviously been working hard to restore his powers over time and had now succeeded in creating a small rift in the seal, and that was how Titan was able to send his minions and the fake-him to Unicornicopia.

"He was testing us?" asked Lightning.

"Yes. He was…" his mentor answered, "And now, slowly, but surely Titan will attempt to find ways to expand the breech in the seal so that he himself may escape, and if he does… that will surely mean disaster to all."

The unicorns were starting to feel frightened "We can't let him escape." said Artie.

"What can we do?" asked Starla.

"Calmness everyone…" Grand Ruler said and he explained that there was still hope that Titan would not escape as it would take some time, and a force of immense power to breech the seal wide enough from him to slip through. "I will be doing whatever it is I can to maintain the seal and keep the breech from expanding. I am, however, concerned about this, for it means I will not be able to assist any of you in battle."

This worried everyone, for even though Titan could not escape yet, he would still be able to send his minions and other methods of attack against them. Still, the members of Star Fleet vowed to remain on guard, and they promised to train hard and be prepared for any time an attack was made.

Grand Ruler was pleased to hear that, and he had one final order to make. Lightning was to join Star Fleet and assist the others in battle. Even Lightning was speechless and wasn't sure he was up to it.

"You are a remarkable creature, Lightning Dawn." Grand Ruler said "Though you have no natural magic of your own, you are no doubt capable of performing tasks and doing battle without it, and that with your golden horn, you have the power to tap into the uniforce- the one thing that Titan and his minions fear most, and by joining Star Fleet, you will learn more and more about your own natural skills and realize that you are capable of doing far more than you think for you possesses a magic far greater than anything that can be conjured."

Lightning asked what that something was, but his mentor said it was something that Lightning would have to discover for himself. "You will learn well, my student, and so will you all." He bowed to his subjects and they all bowed back.


	4. Flower Power

**EPISODE THREE**

Since Lightning was already well skilled in the art of combat, he was immediately accepted into the advanced sessions at the Star Fleet training grounds. There he demonstrated extreme strength, skill, and stamina for unicorn that had no magic.

After a full week had passed, Lightning was dubbed as an official member of Star Fleet and was now accepted to being allowed in on missions and action. Krysta was also given the privilege to accompany Lightning, but she was warned to be extremely cautious when in battle.

Lightning also received two packages from The Grand Ruler that day. One was his new Star Fleet uniform… the magic gloves, stronger armor, and his mask. It was magically infused into his regular outfit, and in time of battle all he'd have to do to activate the transformation was wave his hooves over the insignia on his regular armor and enunciate the phrase _"Star Fleet… Magic" _just like the others did.

The second package, however, was wrapped with a special material, not the kind you could just rip away or open. It could only be opened if something special were to happen. All it came with was a letter from The Grand Ruler…

_Dear Lightning…_

_As you know, dark times have befallen the kingdom. As much as I have faith in you, I wish to take no chances for your safety._

_Now that you are an official member of my Star Fleet crusade, I feel I should let you have this. You may not be able to open this package just yet, but all shall be made clear to you when the time is right._

_We face a grave threat to our kingdom, but I have complete faith that you, Lightning, shall one of our greatest assets in the fight against Titan._

_Learn well and strong, my apprentice, and keep on believing._

_Your caring Mentor: The Grand Ruler._

"Huh…! I wonder what it is." Lightning said as he shook the package trying to figure it out, but he decided to just leave it be for now. He had other things to attend to.

…

Now that the entire kingdom was aware of Titan's threats, everyone was to take extreme caution as they went along their daily routines. The peaceful living unicorns would still be allowed outdoors. Children would still go to school, and the elders would still go to work and do their jobs.

The Star Fleet members were to remain on constant alert for any attacks. Lightning and his friends were now pretty much the only defense the kingdom had for the moment, what with all the other legions of Star Fleet out patrolling the vast regions of the dimensional universe on other planets where they had bases set up.

Still… even though they were tough warriors, the Star Fleet members did enjoy having normal active lifestyles whenever they weren't on the battlefield. This was rather interesting because they all seemed so mild-mannered and worked simple jobs, yet they showed to possessed extreme skills and powers some only dared to dream of mastering.

Lightning, however, never seemed to stop working training or studying either. Ever since he had crushed Titan's puppet, he was more curious about how he was able to unleash the uniforce and wanted to learn more about it, but also continued training—jogging, lifting weights, attacking a punching bag,

What was it? Where did it come from? How did he tap into it before, and how could he do it again? Sadly, none of the libraries books had the information he sought. He was starting to feel a little frustrated. Inquerius was passing by and saw him studying hard again. "Are you frustrated, Lightning?" she asked.

"I don't think frustrated is the word?" Lightning sighed "Do you have any other books that can help me find what I'm looking for?"

"You are not willing to give up? Even if it means you will not find what you seek here?" asked Inquerius.

"Duh…! That's why I've been stopping here every day." snapped Lightning. He apologized quickly for being rude, "But please… can you just help me out?"

Inquerius felt confused, "I have not been helping you already?"

Lightning was getting so frustrated at why all the questions were being thrown at him, but Artie was passing by with some books he was returning told Lightning "I don't think you quite get it here. You see… her name is Inquerius, as in _inquire. _She doesn't give answers, she asks questions. It's the way she talks."

Lightning got the drift now. Inquerius helped others by trying to get them to realize the answer for themselves. "Is there not something else you can do instead of pondering over this mystery?" asked Inquerius.

Krysta fluttered near her friend and suggested he go get lunch. "You've been working too hard, Lightning. You really should relax."

Lightning felt that was laughable. How could he relax at a time like this when he had so many unanswered questions tormenting him, as well as worrying what Titan was up to now…? Nevertheless, he suddenly felt Krysta was right.

…

The Dimension of Darkness was located in the northern most corner of the dimensional universe. It was an eerie, dreary, fearful place with dark thundering skies. The grounds were littered with the remains of corpses of those who had previously been imprisoned and did not survive… as well as dead trees, rubble from old buildings.

In the center of it all, was a tall and spooky castle… Titan's home and base of operations for the past millennium. A powerful force-field surrounded the entire world preventing anyone from leaving for entering it without the Grand Ruler's permission.

Over the ages, Titan worked hard to restore his power, and break the spell. So far all he had succeeded in was creating a small rift big enough to send his minions through, but at least now he knew what he had to do.

He summoned his minions before him in his massive throne room. The minions bowed, and Titan explained his plan…

After sending his puppet to gather the energy of the unicorns he had captured, the rift in the seal had begun to expand making it slightly wider, and also increase Titan's own malicious powers. "It is obvious what our course of action shall be." He explained "We she acquire energy. Vast amounts of energy of any source from the unicorns' world."

The minions understood, but what Mysterious didn't understand was, "There are many other worlds with energy sources that we can use as effectively. Why must we only go for the unicorns?"

"Yeah…" added Rep Stallion "Can't we just get stronger in secret and then strike the unicorns again?"

Titan explained if there was one thing he learned, it was never to underestimate the power of your enemies. He knew that if Unicornicopia was to be attacked, Star Fleet would spring into action. "We shall study them…" Titan said "We will observe and learn all their secrets and develops strategies to use against them, and when the time comes… it should prove to be no difficult task to crush them, and if we destroy them… that is fine too."

Dementia liked the idea. "But how shall we do all this…?"

Titan eyes glowed, and he gave his minions each a small sack containing a magical powder, and Dementia was ordered to be the first to try it out.

…

Lightning and Krysta had finished their lunch and thanked Cookie Dough. "Happy to do it for you guys." he replied, and then he left to get back to work.

Krysta let out a tiny burp. "Ooh! Excuse me!" she giggled, but Lightning still seemed distracted. "I don't get it…" he said. "How can everyone be so calm when there's an evil force out there that could attack any minute?"

Krysta was just as confused as he was, but then assumed everyone was just trying to be brave. "We can't just let one fact scare us."

"I don't know…" Lightning said as they left and decided to head to the garden to pick some flowers for their home in White Village.

Buddy Rose's flowers were so beautiful and nice to smell. Krysta was careful not to sneeze this time. Even Lighting admired the smell of the flowers, it actually made him forget about Titan for a moment.

As Krysta was about to pick some flower, Buddy Rose came along and said "You don't want those flowers."

"I don't…?"

"They're too plain- Too ordinary. Now I something you'll really love." He motioned for them to follow him to a vacant patch in the flowerbeds with only mere drawings such beautiful flowers on sticks. They were so incredibly beautiful it was almost impossible to describe them…

Buddy Rose explained that's why they were called, the _Beauti-Flors, _and they only grew in his hometown, _Redwood Meadows._ "So why don't you have any here?" asked Lightning.

"I ordered a new supply of seeds from there, but my shipment's way overdue." said Buddy "I've written letters back, but I haven't gotten any replies."

Lightning didn't like the sound of this…!

"Can't you just go there and pick it up?" he asked.

Buddy Rose shook his head. "I can't abandon my garden, unless it's official Star Fleet business, and even on my breaks I'd never be able to fly over there and back in time, and I don't get off until sundown."

Then he gave Lightning and Krysta a peculiar look. "I don't suppose you want us to…" Lightning teased.

"If you don't mind…?" Buddy said, and Lightning and Krysta went off. It was part of Lightning's new job to help out anyway for he was the_ town helper._ It was his job to volunteer and help anyone with their daily tasks if needed. He would do simple chores, make deliveries, or send messages… things like that.

Soon, Lightning and Krysta reached Redwood Meadows. It was a lovely village with red roses and other flowers in the fields as far as the eye could see and even some tall redwood trees. Little white cottages with red fetched roofs were all scattered along either sides of a red-brick road leading into the flower fields.

Strangely however, Lightning and Krysta couldn't see any movement below. No one was out. "Where is everyone?" Lightning asked.

Krysta had no clue. "Let's go down and take a look." and down they went. Everything seemed as if they village had been evacuated. It was so quiet they could almost hear the echo of leaves falling.

Suddenly, Lightning felt the ground rumbling and the tremors grew stronger with every passing second. "Krysta…?" asked Lightning "What's that noise…?"

Krysta gulped hard. "I don't think I want to know."

The rumbling got stronger, and then suddenly, Lightning and Krysta could hear the creepy sounds of soft growling coming from behind them. They turned round, and what they saw nearly made them leap out of their skins…

It was a flower exactly like the Beauti-Flors in Rose Buddy's garden; only it was at least twenty feet tall, with dark eyes, sharp, prickly vines, teeth… and it roared like the monster it was. It also ran in the ground itself by its roots and tore everything in its path as it went.

Lightning and Krysta backed away, and then they heard the sound a familiar laughter, and Dementia appeared, levitating in the air. "Hi…!" she teased.

"You…!" snarled Lightning. "So! This is Titan's doing!"

Dementia nodded. "You didn't think you'd go unpunished for you actions on our last encounter… did you!" Then she instructed her monster, Floralbite, to attack and destroy Lightning.

The Floralbite snapped its teeth twice. Lightning realized what this mean. "Well… I guess this is It." he said and remembered what he was supposed to do, he stood upright and waved his hooves across his horn and shouted _"Star Fleet… Magic…!"_ and he donned his battle uniform. "Come and get me…!" he growled.

Floralbite lunged at Lightning and he and Kyrsta evaded it, causing the monster to smash the ground. "Wow!" Krysta exclaimed "I never thought flowers could be so strong."

Lightning growled angrily and leapt over and kicked the monster hard in its body. The monster growled in pain and nearly toppled over after that attack, but was still strong and ready for more. Dementia, although amazed by Lightning's strength, laughed hard and mocked Lightning for his foolish attempts and then she herself leapt down to join the fight. "Let's see how you like this…! **_WARP WAVE…!"_** and she sent a waving blast right at Lightning which hit him hard, knocking him off his feet.

"Hey!" snarled Krysta "No one does that to my friend!" and she lunged right at Dementia, buzzing around her like an insect, which greatly annoyed her. She swung her hoof and nearly batted Krysta away. "You little firefly..!" and she fired another wave to blow Krysta high up in a draft.

While she was distracted, Lighting saw his change, and he lunged forth and punched Dementia hard across the side of her face. "Take that!"

"Uhn…!" groaned Dementia "How could you punch my pretty face?" she whined "Do you know how long I spent in front of the mirror!"

Lightning looked confused, but Dementia was furious and ordered her monster to strike. Lightning dodged the attack from the Floralbite, then leapt up and double-kicked it hard in the face.

…But this was getting him nowhere. He needed help if he was going to have any hope of finishing this beast.

The Floralbite growled and fired more large barbs at him that exploded on contact which Lightning did his best to evade the shots and almost got hit a few times. "There has to be a way to stop this thing." cried Krysta, but neither of them had the slightest idea of what to do…

Suddenly the monster managed to catch Lightning off guard, and grabbed Lightning with its snaring vines. "Lightning!" cried Krysta as she tried to fly over and help him but Dementia just kept blasting more waves at her. "Destroy him now!" Dementia bellowed.

The monster opened its huge mouth ready to devour Lightning whole. "No…!" growled Lightning "I… won't… let this… happen!" and he sank his teeth into the vines. The monster roared and growled in pain as it released Lightning.

"Hey…!" shouted Dementia "You won't get away that easy." but as prepared to fire a blast at him… **_"PETAL DANCE…!"_** shouted a voice as a swarm of razor leaves flew at her.

_"Buddy Rose!"_ cried Krysta and Lightning.

Buddy Rose smirked at them. He had left his garden on official Star Fleet business when a group of runaways form his hometown came dashing into Rainbow City warning about the monster.

Dementia was furious, as well as in a mess. "Get them!" she ordered, and the monster charged. "Run!" shouted Lightning, and the gang dashed away only to have the monster start chasing them. The monster growled and opened its mouth to fire more explosive barbs. "Look out!" Lightning called as he and Buddy evaded the attack.

"All right… that does it!" snarled Buddy **_"VINE WHIP!" _**and his summoned forth a long whip which was his basic weapon. "If I know flowers, I know this thing's one fatal weakness. Hah…!" and he flung his whip round the monster near its roots and yanked with all his might pulling it up and out of the ground, and then lassoing the whip around the roots so it couldn't get back up again.

"No…!" cried Dementia "Floaralbite…! Get up!" The monster tried with all its might, but it couldn't seem to get up straight with the whip latched round its roots. "Awesome!" said Lightning "But what do we do now?"

"We've got get rid of this thing before it causes anymore damage." said Krysta. "Can't you use the uniforce?" asked Buddy, but Lightning shook his head "I don't how it works. I don't know how to tap into it."

"Aw… what's the matter? Out of options are we…?" teased Dementia. Then she used her powers to free her monster and make it stand up right again. "Uh oh…!" cried Krysta, but just as the monster was about to charge in something sped past it. "What now?" Dementia sneered as she and the others saw the object hover before Lightning "Hey! It's that package I got from the Grand Ruler." Indeed it was, and the wrapping around it magically vanished revealing a small scepter with a spectrum glowing ball with a small crown in its head.

_"Lightning…!"_ echoed a voice.

"Grand Ruler…?" Lighting asked as he gazed around, but his mentor was nowhere to be seen.

_"I have used my golden horns to channel this message to you._

_Although you are strong and swift, but brute strength alone will not always be enough to help you. You may be able to tap into the uniforce, but you have much to learn before you truly can master it. Therefore, until such a time, I have given you this to assist you in battle. This is the _Rainbow Rod_. I created it centuries ago, and in time it has become infused with great power that should be extremely helpful to you. When the time is right, and you have strength enough, simply recite the chant inscribed on the rod, and fire the magic at the enemy."_

Heeding his master's message, Lightning took hold of the rod, and held it tightly and began to recite the chant.

_"Powers of the rainbow, heed my call  
__I summon you now to make evil fall  
__Let goodness and justice triumph in might  
__I summon now… the rainbow's light!"_

He held the rod up high as it began to glow mystically. "What's going on…?" cried Dementia.

Once the rod was fully charged, Lightning aimed it at the monster and shouted. **_"RAINBOW FORCE…!"_** A magical stream of powerful magic fired from the tip of the scepter, in all the colors of the rainbow, with white in the center and struck the Floralbite hard. The monster roared loud, and Dementia braced herself from the upcoming shockwaves as the monster fell over backwards and vanished in a fiery explosion, and the smoke cleared, all that was left were nothing more than ordinary Beauti-Flors scattered along the ground

"Wow!" cried Lightning "I did it!"

Dementia couldn't believe what has just happened, but she decided to flee while she had the chance. "You'll pay for this!" she snarled as she vanished and was gone.

Buddy Rose was happy that his hometown would be safe, and he could cancel his order for the seeds because now he had enough Beauti-Flors to fill a whole basket. "I'll take them back to my garden and get them replanted."

Still, what none of them could understand was how the flowers became a monster in the first place. Dementia's magic was only used for offence and defense. So how did she make all the flowers turn into something like that?

Whatever the reason, they were sure to find out. At least the village was safe now and the damages would be easily repaired. Buddy Rose even gathered up all the flowers he could carry and planned to take them back to his garden.

…

Back in Titan's lair, Dementia was struggling hard to make herself look pretty again after all she had been through, much to the annoyance of her fellow minions. Titan however was no too disappointed that Dementia had failed in her mission to destroy Lightning. She still got him the energy he needed.

The force of the battle was so intense that each and every time an attack was used more energy was unleashed, given Dementia the chance to secretly absorb it and take it back with her to give to Titan so he could expand the rift in the seal and increase his own powers. Furthermore, Titan now knew the existence of Lightning's rainbow rod.

It was all just too perfectly laid out. Win or lose; Titan would always get what he wanted. He couldn't help but snicker softly.

…

Once back in Rainbow City, Buddy Rose went straight back to his garden and planted all his new flowers into place. "Beautiful." He remarked. "Simply beautiful…" and he handed Lightning a bouquet of flowers for his home in White Village, free of charge. Lightning almost felt embarrassed "It's not really normal for a male to give another flowers." he joked.

Buddy Rose agreed, but it was his job "You guys helped save my hometown, as well as helping me get these flowers. Now my business will go up twice as much."

Lightning and Krysta were also grateful to Buddy. He showed just in time to help them, and that was what Star Fleet was all about, helping one another, and working as a team. "I guess I still have much to learn, but… from now on I'll be more patient."

Buddy Rose and Krysta believed the Grand Ruler would be proud if he heard him say that just now.

…

That night, before going to bed, Lightning sat himself down at his desk and with began to write in his journal his report on what had happened, and then write a report on his current status and adventures, and any other interesting things he would find.

He was told by Grand Ruler to do this after every battle, or extreme adventure, and then send him the journal by mail.

Lightning wrote his report…

_"My first mission as an official Star Fleet member has been a success, thanks to my extensive training, my new friends helping me, and my increasingly in curiosity, newly acquired weapon the rainbow rod._

_As of today, I have also realized it is best to wait for things to come with time. For shortcuts and impatience often can lead to disaster. As much as I am curious to understand and eager to learn the secrets behind my training of true magic, and that of the mystical uniforce which I am mysteriously able to tap into, I will do my best not to let my desire for these answers slow me down or frustrate me."_

He signed his name, then sent the report through the magic mailbox slot which would send it all the way to Grand Ruler's floating palace in the sky.

After that, he hopped into bed, and turned out the lights and dreamt of all the adventures he would have another day.


	5. Solid like rock

**EPISODE FOUR**

The rainbow rod was indeed a mysterious weapon and was powered to respond to Lightning's command, and only his command. He would not carry it on him at all times, but to summon it all he had to do was call for it and it would come; provided of course he was in the same world as it was as the rod wasn't able to travel between dimensions.

Grand Ruler had also dispatched a good number of his guards to set up lookout towers all over the kingdom and be on the lookout for any signs of evil activity. The minute anything seemed wrong, they would sound the alarms, alerting everyone to head for the nearest shelter. The only exceptions would be the armed forces, and or Lightning and any allies accompanying him into battle.

Magical force fields would also surround the buildings and homes to avoid collateral damage and keep the monsters outside.

Practice drills were held and everyone seemed to get the hang of it. Emergency supplies of food and water were passed all over the kingdom in case of long waiting periods. Lightning, of course, spent the whole week helping to deliver supplies, as was his job as town helper, but he was glad when the last of the supplies were dropped off. "Well, that should be all of it, Kyrsta."

Krysta checked her clip board, which was larger than she was. "Yep!" she chirped "And about time too. I'm exhausted."

Lightning's eyes widened at that statement. "You're exhausted? Look at my wings!" Lightning Wings were all tired out from flying back and forth between towns and villages so much. "Not to mention carrying all these heavy crates and boxes."

He was really looking forward to going home for a nice long rest, only he ran into Artie along the way. He was carrying a towel with him. "Hi, Lightning. Hi Krysta…"

His friends returned his greeting. "What's with the towel?" asked Krysta. Lightning also noticed that Artie didn't have his armor on and was merely wearing his exercising clothes, sweatband and he wore shoes instead of his boots on his hind legs. "Oh, no…! Please don't tell me…?" he groaned.

It was fitness-day- The day when all unicorns were to go through exercise workouts. It wasn't just all believing and having good skill to use magic, they also had to be in good shape and keep fit for normal everyday lives, as well as combat without magic.

Participation was mandatory, with the exception of Krysta, of course. She wasn't a unicorn, and seemed fit and fiddles for her type.

Before Lightning knew it, he too was in his exercise clothes, and ready to get moving along with everyone else. Penny was the coach. As a doctor she knew fit unicorns when she saw them and how to make them stay that way.

"Okay unicorns! Are we ready…?" she called out. The crowd shouted loudly _"YEAH…!"_

"Yeah." groaned Lightning.

Penny put them through all kinds of exercises, aerobics, even a little bit of track and field. Many of the unicorns did superb, but some didn't do so well. Lightning was doing the worst. He could hardly do so many push-ups; he couldn't leap over the jump pole, and during a period of timed jogging he finally collapsed. "Ugh…!"

When he awoke, he was in the hospital, and Penny was wearing her uniform and looking after him. Krysta was there too. "Where am I?" he asked groggily. "Shh…! Take it easy, Lightning…" whispered Penny.

Krysta explained what happened, and Penny confirmed why. "You're overworked, Lightning. Oh, I should've known better than to put you put there. I'm sorry."

Lightning smiled sleepily, "Well… at least now I can get some rest."

Penny nodded, and said she'd check up on him later.

Krysta decided to get some rest too.

When Lighting woke up again, he felt much, much better. "I feel like I could lift up the moon." he joked. "Bad idea, that." Krysta said. "I don't think you could lift up anything that big."

Lightning laughed with her.

…

Meanwhile, Titan had observed the conversation, then he turned to face Rep-Stallion, "And you say you have an idea over this…?" he asked.

"Yes, my lord." answered Rep "What finer way to crush those unicorns that by using something strong and sturdy, something immovable… solid as a rock maybe."

Titan gave his minion an impatient glare. "Get to the point!"

Rep-Stallion continued to explain, that against such a hard and heavy object, "The unicorns won't know what hit them. I will destroy those unicorns, and gather you plenty of energy that might finally allow you to escape form this prison."

"Rep-Stallion… you may proceed." said Titan.

…

As Rep-Stallion prepared for his mission, he suffered the ridicule of his teammates. "Even I know this plan of yours won't work, Rep-Stallion." mocked Mysterious.

"Huh! Just you wait…" snapped Rep "I'll be delivering unicorn pancakes to the front door by the end of the day."

"Oh, sure you will…" Dementia said with sarcasm as she gazed at herself in her mirror from many angles.

Rep took no further notice and went on his way.

…

Lightning and Krysta were passing through though the fields, when they noticed Starla, in her exercise clothes, sitting on a bench and panting heavily. She looked as if she had been cantering a-hundred miles. "Starla…?" called Lightning.

Starla was so pooped she could barely raise her hoof. "H… H… Hi…" she said, but her voice sounded very dry. Luckily there was a water fountain nearby. Starla felt much better. "Starla, what's going on?" asked Krysta.

Starla explained that the other night while she was star-gazing in her observatory. Then she was on her way down to the library to get a book when she could hear other unicorns down below talking about the exercise period, and they began to tease Starla a bit, not knowing that she could hear them…

_"That Starla...why would she join Star Fleet…?"_

_"Yeah…I bet she only got in so people would notice her better."_

Starla hated it when others made fun of her or accused her of joining Star Fleet for frivolous reasons. "Even my own father didn't want me joining." she said. She pretended to be here father she quoted one of his harsh sayings _"No daughter of mine is going get herself involved in war."_ The reason for his harshness was because his wife, Starla's mother, was a member of Star Fleet, and was killed in battle some years before that.

Lightning thought that was harsh and Starla explained it got worse when their house was attacked by a band of thieves and her father foolishly tried to reason with them, only to wind up being their last murder victim before they were captured and sent to prison, but Starla was overly devastated with her father's death, and that was what made her more determined than ever to join the Star Fleet so no one else might have to suffer what she went through.

Yet others still made fun of her, and every now and then she was traumatized by the memory of her father's death. She exercised and trained constantly to show people she was nothing to make fun of, or to help her forget.

Lightning and Krysta never knew this, and felt bad for Starla "But exercising this much isn't good for anyone." Krysta said. "Look at you… you're so worn out."

"Besides, you don't look out of shape to me." said Lightning

Starla turned her pretty face towards Lightning, "I don't…?"

Lightning felt a little shy and blushed softly. "N-N-No… in fact I… I like you just the way you are."

Starla and Krysta giggled by how cute Lightning looked when he was shy, and they all went back to town but on their way through the park, they heard a voice call to them… "Aw, isn't this cute? A walk in the park… how romantic…"

The gang looked up tree they were passing. _"Rep-Stallion!"_ they all snarled.

That's when the alarms sounded all over the kingdom… All the peace-living unicorns were dashing towards the nearest building before the force-fields appeared. "Looks like we're on our own out here." said Lightning to Starla and Krysta. "What do you want?" he snapped at Rep-Stallion.

Rep was running the tip of the fingers of his glove over the blade of his scythe. "I notice how you and your fellow unicorns were all working out and acting as if you're all strong and tough… and I'm here to tell you… You're not!" His eyes glowed with a sinister and serious gaze.

Starla thought that a joke. "There's three of us and only one of you. We don't have to be strong there."

Lightning and Krysta nodded.

Rep leapt down from the tree and sniggered at them all. "Yeah, about that- Who ever said you were going to fight against me?" Rep then reached behind him and held out a single ordinary rock he had found, and before the others could react, he reached into a pouch he was carrying, and threw a big cloud of dust all over a simple rock that was by his feet. "What's he doing?" asked Krysta.

The rock began to glow magically as it grew in size and sprouted legs and arms, and an ugly face. Rep-Stallion laughed maliciously as the monster became complete.

The gang blinked their eyes once each. "Oh…! That's how they make monsters." said Lightning

Rep snickered again and held his scythe forward. _"Strong Stone,_ seize them!"

The monster pounded its huge feet which actually caused tremors which nearly knocked Lightning and Starla down. They got up quickly and nodded at each.

_"Star Fleet… Magic…!" _and they changed into their battle-forms. The first thing they had to was battle the monster and weaken it first, otherwise, even if Lightning summoned the rainbow rod now, it wouldn't do much good.

"I'm going in..." said Lightning as he charged forward to attack but Strong Stone, lived up to his name by simply raising his huge stone fist to block Lightning from going any further and simply nudging him…"WHOA…!" Just that simple nudge sent him far. _"LIGHTNING…!" _cried the girls.

Lightning could see stars and birds before his dizzy eyes. "Good thing I'm wearing my armor." He said dizzily. He got up and tried to kick the monster, but as expected, it was solid like the rock it was, and Lightning's kick did nothing to it, except prompt the monster to punch him hard and side again.

Starla features hardened. "My turn now…! **_STAR SHOWER…!_**" Sadly, all that bombardment didn't even tickle the monster. "It's like hitting a solid rock."

"Uh, Starla…?" said Krysta, "It _IS_ a rock, and it's heading this way!"

The monster was stomping towards them, and they began to run as the monster gave chase. Rep-Stallion laughed hard and wickedly. "I'm enjoying this…!"

Lightning finally got upright again and charged right at the tree knocking Rep off of it and down to the ground. "Whoa..! Ah…!"

"Are you afraid to fight us yourself?" Lightning snarled. "Bring it on!" snapped Rep-Stallion.

Despite that Lightning didn't have a weapon or any other magic on him; he managed to dodge all of Rep's scythe attacks. "Being strong isn't everything, you know."

Rep growled and continued to swing his scythe at him, "Tell that to Lord Titan when I bring you to him… in pieces!"

As their fight continued, Starla and Krysta were still having trouble with Strong Stone, he wasn't very fast, being so heavy, but he sure was able to keep the girls in his sights, so the girls decided to fly up high figuring, "We'll be safer up here." said Starla.

"Uh… I don't think so…" cried Krysta "Look!"

Strong Stone looked way up, and opened his huge mouth firing blazing meteor stones straight up at them, which they barely dodged. "Lightning…! We could use some help…!" shouted Krysta.

Down below, Lightning was engaged in a battle lock, his horn against Rep-Stallion's scythe. "Sorry, but I'm a little busy right now…" he shouted back to them. "Try to find the monster's weakness!"

"That is not going to happen!" growled Rep. **_"SCYTHE SHOCK!"_** and Lightning was jolted away from him.

Strong Stone continued to fire his meteors at the girls. The girls just continued to swerve and evade the shots, but they couldn't keep it up. Somehow they just had to find out the monster's weakness.

Then suddenly, as Krysta gazed into Strong Stone's huge mouth, "I have an idea…!" she said as she flew downward. "Krysta, No! What are you doing?" cried Starla.

Kyrsta had flown closer towards the monster and began teasing him to chasing her. Flying one way, then another- up and down, every way around…

She was pretty fast, and her small size made her hard to see and follow. Strong Stone was getting dizzy. Starla was beginning to see, but she already knew the monster wasn't fast. Where was its weakness?

Suddenly Krysta flew way, way up. "Follow me…!" she called to Starla. Resisting the urge to question, Starla followed her until they were both directly above the monster and he was gazing straight up at them. "What are we…?"

"Just trust me." said Krysta.

The monster opened his mouth, "Okay, get ready…!"

Starla was getting nervous, which turned into fear as the meteor began to come right at them. "Now!" shouted Krysta and they split apart from each other letting the rock go just past them, it when up, and up, and up… and would soon come down again in a prefect straight line.

The girls went back to where they last were and at Krysta's word, began to fly downward slowly. "Krysta…!" whimpered Starla "KRYSTA…!"

Lightning caught a glimpse of them. "Girls…!"

Rep-Stallion was overjoyed, "Get them, my monster…!"

Strong Stone opened his mouth to shoot again. The girls waited until the last moment, "Now!" shouted Krysta as she and Starla sprinted away just as the next meteor was launched, and while it shot straight up, the first meteor was crashing straight down.

The two meteors collided and smashed into many small fragments, some of which landed in the monster's open mouth. The monster groaned and roared as it didn't seem to like being hit there.

"What…?" snarled Rep-Stallion. "It can't be…!"

Lightning pushed him off, and ran off to join the girls. "Krsyta…! Way to go…!"

Krysta winked at him. "My turn now…!" said Starla and she grabbed the bow that was on her back and a glowing arrow made of light appeared. **_"STARLIGHT ARROW…!"_** she fired it straight into Strong Stone's mouth, weakening him even more. Now was Lightning's chance and he called out, _"Rainbow Rod…Come to me!"_ and the magical wand, responding to his voice, came flying over the fields and into his grasp.

He began to concentrate really hard as he held the rod up high as it began to glow…

_"Powers of the rainbow, heed my call_

_I summon you now to make evil fall_

_Let goodness and justice triumph in might_

_I summon now… the rainbow's light!"_

**_"RAINBOW FORCE…!"_**

The magic flew straight down Strong Stone's throat, blowing it up in a powerful explosion, and into a pile of pebbles.

The girls cheered for joy and then Lightning turned to face Rep-Stallion, "Your turn now…!" but before he could act, Rep-Stallion promised him, "I'll be back! Just you wait!" then he vanished and was gone.

Lightning growled in frustration that Rep had escaped. The important thing was that everything was okay now. No serious damage had been done to the park. The force fields were lowered and everyone was allowed back outside again.

…

"And extraordinary performance, Rep-Stallion." mocked Mysterious "And all you return with is a tangled tail." added Dementia.

"You guys take that back!" shouted Rep.

"QUIET! ALL OF YOU!" shouted Titan

The minions quieted down and bowed apologetically. Even though Rep-Stallion had only gathered a little energy, Titan was pleased nonetheless. "Every little bit counts." he hissed "And the day draws near when I shall have all that I need."

…

Lightning walked Starla home to the observatory. Starla thanked Lightning and Krysta for all they did. "You should thank yourself, Starla." said Krysta.

Lightning nodded "You helped me take out that big brute and you weren't even wearing your armor. You see…? You're a great Star Fleet warrior. So you really don't have to worry about what others think."

Starla smiled and felt much better "Thanks…" she said and she pecked Lightning on his cheek before she headed inside. Lightning's face turned bright red.

Krysta giggled "What's the matter, Lightning?" she teased. Lightning could barely speak and just stuttered and slurred words all the way home.

…

That night, before going to bed, Lightning wrote his report…

_"Although we've have once again thwarted another attack, it cannot be denied that Titan and his followers are proving to be pitiless enemies that will go to any lengths to fulfil their dark ambitions. At this point, until we can study more about them and their evil powers, there is little any of us can do but rest, wait, and maintain constant alert for oncoming attacks that can and will occur as this war continues._

_Facing the Strong Stone has given me the realization and intention to increase the effort of my physical training to improve my ever-growing strength in battle while also keeping my mind focussed._

_Excessive exercise is not beneficial for anyone and can prove to be quite dangerous to one's health, but it can also not be ignored that in battle strength is not necessarily everything necessary to win, but also the knowledge and wisdom that goes with it." _

He signed his name, then sent the report through the magic mailbox slot. Then, he hopped into bed, and turned out the lights and dreamt of all the adventures he would have another day.


	6. Rainy Daze

**EPISODE FIVE**

Today it was raining in Unicornicopia. It was a nice calm and cheerful rain the Grand Ruler had conjured to give everything a nice wash down and water the fields and trees. He wouldn't stop the shower for anything, not until it was properly time to do so.

The best part was some unicorns who worked outdoors were given the day off. Lightning, unfortunately, was not one of them and still had his duties to do as town helper.

Krysta was hovering by the window. "I hate the rain." she grumbled. She didn't really hate the rain all that much. It was just that, since she was small, a few simple raindrops were enough to drench her completely.

Lighting thought that was funny, "Ever thought of using an umbrella?"

Krysta sighed and shook her head. "I don't like umbrellas either. I get lost inside of them."

Lightning knew just what to do about that. All Krysta needed was an umbrella the right size. That's when he gave her a playful little umbrella he got in a glass of punch with a piece of cherry and orange the last time he was at Cookie Dough's. "I saved it just for you."

Krysta really loved it and twirled round and around with it. "Thanks a lot." she said, "But next time, save me the fruit too?"

They shared and laugh, and then Lightning put on his rain outfit and hat, and they were off to town.

…

Mysterious stood before Titan with an idea to propose. It most likely wouldn't help them destroy the unicorns," My lord… I have plan that will not only gather you vast amounts of energy than our previous attempts, but perhaps it shall serve well in luring Star Fleet into an area suitable for my battle requirements."

"Interesting…!" Titan said "Very well, Mysterious. You may go but be warned… my patience is beginning to wear out. I want to escape from this dark prison, and I want to escape soon."

Mysterious bowed to his master. "You shall, my lord Titan. You shall."

…

Several unicorns walking out in the rain, wearing rainwear, and holding umbrellas in their gloves...

Lightning and Krysta met up with Artie who was walking outdoors to gain inspiration for a rainy picture he wanted to paint. Rhymey came skipping merrily along while singing,

"It's raining, it's pouring.  
The old stallion's snoring.  
He went to bed with a cold in his head  
And he didn't get up in mo-ho-horning."

"You seem cheerful today." Artie said.

Rhymey nodded…

"Yes…  
I guess.  
But I still brought my rainwear and umbrella.  
So I can be outside, and not be a wet fella."

Even Brain was in the park testing his new rain gauge. "Ahh…! Satisfactory! Most satisfactory." He gleamed. "With enough of this water, I should be able to complete my newest experiment."

"What kind of experiment is that?" asked Krysta, but Brain thought it rather complicated for the other to understand just yet. "Can we lend you help in any way?" asked Lightning

"I feel that… em… may not be necessary, my good yellow." answered Brain, "But if I require, I shall inform you." Then he went off to find a spot where it was raining harder to gather more water leaving the others in the park.

The rain just felt so wonderful, and warm even, a lot of the unicorns passing by had smiles on their faces, but Krysta was still complaining a little. Even with her little umbrella, and her specially made raincoat, she still found it hard to battle against the raindrops. "Blech…! Why does the rain always make things so hard for me?"

Rhymey, approached her and recited form one of his recent poems.

"While it's hard on you with no doubt,  
There are things about the rain I must point out.  
The flowers and plants and even the trees  
They need the rain water to grow with ease.  
And though the rain may be drippy and wet  
There are still fun ways to have in it yet.  
You can splash in the puddles, catch drops on your tongue  
But the best part of all, you can sing a nice song."

Music began to play as Rhymey held his umbrella nicely, and even tap-danced as he splashed in the puddles and the others joined him too as they all sang a song about how much they liked the rain…

The boys made one big splash in the puddles for a finish, and Krysta was actually starting to feel better, at least until she got hit by a huge drop right in her face. "Ugh…!" she spluttered.

The boys chuckled softly.

…

Meanwhile, there was Bluesville. It wasn't called that because anyone was sad or weepy. Just for the color. It was also the home of the waterworks; the very source of all the clear drinking water for the entire kingdom.

Technicians and workers helped keep the place shining bright, and made sure nothing bad happened to the water. What no one noticed was Mysterious, being a shadow creature, could slink about the place while hiding in dark places, and slink under the doors without being seen.

He peeked up from the floor, and then he saw the main power-switch that controlled all the power in the building, and he slinked along the wall and turned it off which turned out all the lights, making it pitch black, and impossible to see inside for all the technicians, and when the emergency lights came on, the technicians were all tied up and gaged with dark wraps, and Mysterious was in control of things now.

"Hmm, mm, mm, mm, mm…! And now… to work." he sniggered as he gazed at the tanks of water that came in, and using his shadow-magic he conjured a small vortex causing the water to flow into the vortex, instead of passing through the rest of the works to supply the kingdom.

He would transfer the water straight to Titan, and use it harness more energy, as well as combining it with the magic he had already stolen form the technician unicorns he had tied up. "So much energy, so little time." he said to himself. Then he began to ponder way to maybe lure Lightning and friends to him. After all, if he caught him it would make Titan all the more pleased.

That's when he heard the sound of the rain hitting the roof. "Hmm…" he wondered and came up with a plan.

…

The rain continued to fall, and Lightning and friends went to Cookie Dough's for their lunch. Brain was there, and offered them to sit with him.

Krysta finally dried off her long blonde hair on a napkin. "Cheer up, Krysta. It won't rain forever." said Artie.

"Artie is right, my dear." added Brain "We should all be patient as we can be and make the most of things." He said all this while he scribbled a formula onto his own napkin for his experiment. "Ah, yes."

He almost seemed in rather a hurry to finish his lunch, and for good reason. He was planning to head to the waterworks in Bluesville. He required some help from the technicians there for the final piece of his puzzle.

"Boy, he sure does burry himself in his work." Lightning whispered to the others who agreed with him.

Suddenly, it began to grow darker outside- much, much darker. "What's happening?" asked Artie.

"Curious! Moist curious." muttered Brain "It shouldn't be getting dark at this hour."

The gang headed outside, and noticed the clouds were getting darker, and thunder and lightning began to strike. This was very abnormal, for the Grand Ruler never allowed this type of weather, at least not in this particular manner.

Rhymey felt a shiver crawl down his back…

"I feel that something is not right,  
Just who or what has turned out the light?"

Lightning and Krysta had a good idea what was going on, but the warning alarms hadn't sounded yet, so it wasn't confirmed if it was Titan or not. Still, the gang agreed to investigate. "But where do we start looking?"

Brain had an idea, and it involved his experiment. "I thought you said it was incomplete?" said Krysta. "It is…" answered Brain, "But in desperate times… uh, such as now- will force us to take drastic measures."

Reaching into the pocket of his raincoat, he pulled out a small object. "This, my dear friends, is my latest invention; The Elemental Radar Receptor in Finding Interesting Characters-Terrific, for short."

The others all blinked in confusion, until Brain explained it was a radar tracking device that could detect elements, and other sources of energy and magic. It was still in development, and hadn't been tested yet, but if it worked, it would allow them to find the source of the reason why the sky was growing dark.

"Well, why did you want water for it?" asked Artie.

"My dear fellow…" said Brain "Such a delicate device like this should be made stronger to withstand damage. It was my hope of making a coating to make it water-resistant."

"So as long as we don't get it wet it'll be fine?" Lightning asked.

"Correct!"

With that settled, they were off. The radar seemed to work, but the rain was making it a little hard to track the source properly, which was another reason Brain was experimenting with rainwater- to make it strong against interference. To make things harder, the unicorns couldn't fly or their wings would get wet and heavy, which meant they had to walk.

Krysta could hardly keep her umbrella up, and was starting to get wet again; at least her wings were different and could work in the rain. "How much further, Brain…?" she asked.

The signal seemed to be coming from Bluesville. "Ah ha! Satisfactory…! Most Satisfactory..." Brain simple said. "The signal is getting stronger in detecting abnormal activity within this village. Follow me."

Rhymey rubbed his aching hooves

"I hope we find it soon, Brain…  
We've come a long way, and my feet are in pain."

"You and me both." groaned Lightning.

Bluesville sure had a lot of ponds, rivers, and lakes, as it was the water source of the kingdom, but suddenly, the radar shorted out. "Oh, dear…! I was afraid this would happen." said Brain "The air is positively dripping with moisture. There is nothing more I can do at this point."

"Where do we look now…?" asked Artie.

Krysta then noticed Lightning was looking away from the group. "What wrong, Lightning…?" she asked, and then she saw it too. Lightning was staring at the waterworks building, exactly where brain wanted to go in first place. Yet, the water wasn't flowing very well, as if it were being blocked. The clouds above the building were darker, and stormier than anywhere else. "Curious! Most curious." said Brain.

"If the trouble isn't there, I don't know where it could be." said Lightning, and they all headed inside, where they found it was dark, and pretty much deserted. At least the emergency lights were on.

"Hello…?" Artie called out.

"Is there anyone at all?  
Please answer our call!" added Rhymey.

As they trekked deeper, they found some of the guards, literally, laying down on the job. Krysta could recognize that their rest was not natural. "Their magic and energy must've been drained."

The sound of sinister sniggered followed that statement. "Hmm, mm, heh, heh, heh…! You are correct, young fairy."

"That voice!" snapped Lightning "Come on out, Mysterious! We know it's you."

"Do you, now…?" Mysterious hissed as he appeared before the intake tanks, "And do you also know why I lured you and your little colleagues here for, Lightning?"

Lightning gritted his teeth angrily, but before he could say anything, Mysterious merely stepped aside revealing his vortex taking all the water away. "Even if I fail to capture you, I believe Lord Titan will find all this water as valuable as I do."

_"Huh…?"_ the others all wondered.

"Oh, yes…" replied Mysterious "For you haven't yet seen the type of monsters that _I_ am able to create. Ha, ha, ha, ah, ah, ah…!" and while he was laughing, he threw the magic dust intro the tank, and the water began to bubble and stir and it began to rise up and take the shape of monster with many watery tentacles- A monster that was actually made of water.

"Incredible…!" remarked Brain.

"Now's not the time for that, Brain." snapped Lightning "We got work to do."

The others agreed and, _"STAR FLEET… MAGIC!" _changed into battle-mode. Brain didn't have any special armor, for he was only an auxiliary Star Fleet member, and as he was old, his battle magic wasn't what it used to be, nevertheless… he would find some way to help out. He usually always did…

**_"WARD SWORD…!"_** shouted Rhymey.

**_"SUPER STAFF…!"_** shouted Artie, and he summoned forth a staff about his height and for an artist, Artie had made staff skills.

Mysterious was not amused. "Seize them, _Vapourizer!"_ he commanded, and the monsters breathed out a thick cloud of fog. "Look out!" cried Krysta, and before long the whole place was coated in a fog so think everyone was lost and couldn't see where anyone or anything was. "Oh, my!" cried Brain "My spectacles are steamed up. I can't see a thing!"

Mysterious laughed triumphantly, until he found himself consumed in the fog. "I… can't see!" he growled.

"It looks like you didn't think this through, Mysterious." Called Lightning "Now we're all lost in here."

The monster, however, was the only one who didn't seem lost and was able to squirt powerful pulses of water into the fog shooting at the gang. Even Krysta got hit and was totally drenched. "Pah…! Ack…! I told you I hated this kind of water!" she groaned as she tried to shake herself dry.

Rhymey could see someone through the fog and assumed it was Mysterious.

"Ah ha…!

Hoo-WHAA…!" and he just missed, and a good thing he did. "Rhymey! It's me." shouted Artie.

"Oh, Artie…! Please forgive me, do.  
I could not see to tell it was you."

"This is getting us nowhere." called Lightning as he stumbled around trying to find his way through the fog. "I say… this is most confusing!" cried Brain.

Artie had an idea, and began to spin and wave his spear around, using the brush like a fan to reduce the fog to a mere floor mist. "It's working!" he cried for joy, but as the lifted, he and Rhyme saw the monster gazing fright at them from his tank.

They both gulped hard…

The monster fired more water pulses at them which they dodged, causing the shots to miss and actually crack the walls. Lightning was very annoyed with all this and began to charge straight for the tank, only to be halted by Mysterious. "Going somewhere…?" he hissed.

Lightning growled and tried to push Mysterious aside, forgetting that he was a shadow, and couldn't be touched as easily. He passed right through him and hit the wall. "Ugh…! Why is it I always hit my head first?"

Mysterious moved in to capture him. "Relax… I am certain Lord Titan will make you feel better." but Krysta swooped in ands buzzed around Mysterious like a pesky insect. Leave him alone!" she growled. Mysterious growled and grunted as he tried to swat her away, which gave Lightning a chance to break away.

Artie and Rhymey attacked Vapourizer as best they could, but their weapons passed right through him, and their other attacks didn't damage him at all. The monster was made of water, and that was to be expected.

"There's nothing more we can do.  
Our attacks just go right through."

The monster continued to fire more water pulses, which the boys dodged, and Mysterious finally managed to swat Krysta out of his way, sending her right into an open drum of water.

"I CAN'T TAKE THIS ANYMORE…!" she shouted as she spit the out the water in her mouth.

Mysterious now had lightning backed up against the wall. "Now where were we…?" he asked, "I yes, we were on our way back to Titan."

Lightning looked nervous but then grinned cheekily. "Let me get the lights first." He said and the quickly reached to his right and flicked on the main power switch, which turned the lights back on. "NO…!" shouted Mysterious. Being a shadow, he hated being exposed to the light when not hiding in any shadowy corners.

He decided to retreat before the room became too bright. "We'll meet again!" he promised before he vanished, and then he was gone. "One down and one to go..."

Lightning ran up to join the others, "Nothing…?" he asked.

"It's no use…" said Artie "I don't know what can stop it."

"We better do something, and fast.  
Look out now, here comes another blast!" cried Rhymey, and the boys scattered out of the way.

The monster hissed and growled, in a gurgling bubbly sound, and was preparing itself for one final washout, when suddenly it began to shiver, much to the others confusion. Then, "Look…!" cried Artie, "The water… in the tank… it's freezing."

The water was slowly turning into ice, and Vaporizer was beginning to freeze up, until it was nothing but a solid frozen statue. "Lightning…!" Brain called out "Try and finish it off now!"

Lightning decided to trust him. "Rainbow Rod…Come to me!" and his magical wand appeared

He began to concentrate, and the rod began to glow…

_"Powers of the rainbow, heed my call  
__I summon you now to make evil fall  
__Let goodness and justice triumph in might  
__I summon now… the rainbow's light!"_

**_"RAINBOW FORCE…!"_**

The magic flew straight at the frozen monster, and vaporized it instantly and calmly rather than in an explosion. With the monster was gone. The power and systems were reenergized. The water was flowing normally again, and the other unicorns who were attacked were waking up after a long rest. The best part of all- since Mysterious had left, the dark clouds lifted, and it was raining normally again outside, without much scary activity.

That's when Brain came towards the others, "Oh! That was a stupendous performance, Lightning. Bang on!" he complimented.

"But… what happened?" asked Lightning.

Brain explained that after the fog lifted away, and his glasses became clear so he could see what he was doing. He noticed the intake tanks where the monster was sitting had temperature controls, and he found the console, and turned the temperature below freezing. This way, the monster would freeze, be weakened, unable to move, and have a solid surface to strike.

"Brain… you're a genius." said Artie.

"And you saved all of us…" added Rhymey.

Brain bowed thankfully. "Thank you, gentlemen…"

"Uh… excuse me?" called Krysta "But would someone mind helping me out of here!" She kept trying and trying to escape the water drum, but even her wings were so drenched, from being dipped in that much water, they didn't work.

The boys couldn't help but laugh.

…

"So… it seems our enemies managed to defeat us again." Titan said "I am beginning to grow displeased of this."

"Poor Mysterious…" Rep-Stallion mocked.

"Guess you got all wet and washed out." added Dementia, but Mysterious just stood there and growled furiously.

"However…" Titan said "You have fulfilled part of your promise." He pointed out that the rift in the seal had expanded very wide, and that he felt his powers steadily increase. Still it was not enough, and it would take more time before he would get what he truly desired. "You have done well, Mysterious."

Mysterious bowed, "Thank you, my lord." And he cast a cheeky stare at the others, making them insulted now.

…

The rain was starting to die down. Obviously, Grand Ruler was busy clearing the skies after a good long day of showers. Brain Artie and Rhymey were stopping by Lightning's place in White Village. They were about to knock on the door when they heard the sound a tiny little sneeze…

"Ah… Ah… AH-CHOO…!"

And then another…

"AH-CHOO…!"

The second sneeze shook the roof a bit, causing a few puddles up on top to splash the others below. The door was open, and there was Penny looking after poor little Krysta, who had caught a small cold form being drenched too much. "I must say… I've never had a fairy for a patient before." She giggled.

Poor little Krysta sniffed hard. Her poor little nose was all red and clogged, and she was shivering even while in her little bed moved near the fireplace.

Rhymey came over to see how Krysta as feeling and hoped she'd get well soon.

"Tank you… Rhybey…" Krysta said with her nose still stuffed.

And Artie came over to show Krysta a painting he made just for her, as a bit of a joke, but also because she inspired him. He pulled down the cloth to reveal a painting of what he called "Fairy in the Rain."

Everyone else couldn't help but giggle at the joke, but Krysta didn't think it was funny. "Oh! Take dat away!" she groaned. "Just looking at all dat water is enough to make me… eh… eh… AH-CHOO…! Sneeze!"

The others held in the urge to giggle. For a tiny fairy, Krysta sure had a lot of air in her.

"By the way, Brain… How did your experiments go?"

Brain explained that he was certain that he had perfected the radar. Now it was water proof and would stand up to most impacts, or extreme temperatures. "Are you sure of that…?" asked Lightning.

"Oh, quite certain... quite." answered Brain, but when Krysta sneezed again, "AH-AAAAHH…CHOO…!" Her sneeze was so strong it nearly shook the whole house, and the radar exploded right in brains face.

He really looked silly with all that soot in his face, his mane messed up, and his glasses dangling on one side of his head. "Well…" he muttered, "Now who's a fool?"

The others, even Krysta, couldn't help but laugh.

…

That night, before going to bed, Lightning wrote his report, and Krysta was still sneezing, in her bed, in her little house in the wall.

_"At this point we have all discovered the different types of monsters Titan's minions send after us- each with their own special abilities that will extreme require precision as well as our powers and abilities to defeat._

_Krysta's cold seems to be improving…"_

…

At that point, Krysta let out another little sneeze. Lightning could help but snicker softly, and then went back to his report…

…

_"…I have also come to understand that one cannot just change how someone thinks or feels when it comes to things they may or may not like, and that sometimes it is better to be understanding of others for their choices instead of badgering and forcing other beliefs on them. _

_This makes me sometimes wonder about Titan…_

_What does he truly believe in? _

_What is it that drives him into attacking us mercilessly and all other that came before us? _

_Nevertheless, the fight must continue if there is to be any hope of preservation for Unicornicopia, as well as the rest of the dimensional universe."_

_…_

He signed his name, then sent the report through the magic mailbox slot which would send it all the way to Grand Ruler's floating palace in the sky.

After that, he hopped into bed, and turned out the lights and just before settling down, he could see a small speck of golden light traveling across the sky. Lightning could tell it was Grand Ruler, using his powers to get rid of all the rain clouds and letting the stars shine through.

Then he snuggled down into bed and dreamt of all the adventures he would have another day.


	7. To trust or not to trust

**EPISODE SIX**

In Titan's domain, Titan had come up with a plan of his own to help expand the rift in the seal faster, and possibly cripple Star Fleet, and they didn't even have to create a monster this time.

"How are we going to do that?" asked Rep Stallion.

Titan explained that from what they knew, of all the Star Fleet members so far Lightning was the one who always delivered the finishing attack that destroyed all their monsters.

"So it's Lightning we must be focussing on then." said Dementia.

"Yes…" Titan said "Without him… Star Fleet should be easy to overpower." The minions prepared to leave and capture Lightning, but Titan said "No! I have a better idea." he said.

And he viewed images of Krysta. The minions caught on with Titans plan, and everyone shared a malicious laugh.

…

It was another typical day in Unicornicopica, and Lightning and Krysta had gone back to the Library to catch up on their studying and research.

Krysta, however, looked pretty depressed about something as she looked through many, many books. "You are troubled, Krysta?" asked Inquerius "Is there nothing I can do to help you find what you seek?"

Krysta simply smiled and said, "It's alright…" she said and then she flew off to search for another book.

Inquerius could still feel Krysta's sadness and decided to ask Lightning about it. He was over at a table with most of his friends, Buddy Rose, Artie, Rhymey, even Starla was with them, and when Inquerius asked her question, the others were all eager to know as well.

Lighting hesitated for a moment and then finally told them, "Krysta travels with me because she's lost."

"Lost…?" asked Buddy.

"Being lost is very bad.  
It's no wonder Krysta always looks sad." added Rhymey.

Lightning began to explain more thoroughly, for he too was once lost!

**_*Lightning's POV*_**

_According to the Grand Ruler… my family's ancestors were peaceful unicorns who sought to learn more of the Dimensional Universe we lived in. With Grand Ruler's permission, they left to explore, and eventually found another world they thought would be peaceful to live in, and for all those centuries it was… _

_Our world was called… Harmonious. With meadows and fields and lakes as beautiful as one would imagine… _

_My people had lived for so long and lived in such peace and harmony, that they even stopped using magic all together, and eventually the magic within them seemed to leave and all their offspring thereafter were born without powers at all._

_…_

This was the main reason why Lightning was not able to do magic.

…

_Then… one day, when I was a young unicorn… _

_…our home world was attacked by an army of demons from another world, led by a giant serpent-like monster with huge teeth, razor-sharp fins, and red burning eyes. Its body had to be at least twenty yards long._

_The demon tore through the villages as if it were searching for something, horribly demolishing everything in its path. With no magic to defend ourselves, and no way to send for help from Star Fleet… my home world was doomed._

_My parents were both gravely injured, but in their dying moments, they had just enough strength to send me through a dimensional warp-gate that cast me out of the dimension to another. The last I ever remember seeing before I had completely gone were my parents being horribly murdered by the monstrous serpent._

_I had lost it all- My home, my family, friends and creatures I cared for. _

_I now was forced to wander the dimensions in search for a new home, but I found no such place. Everywhere I went I was unaccepted because I couldn't do magic, or others being scared of me because I had a golden horn, but I didn't know why at the time. No would give me a chance. No would let me explain myself, or answer me as to why they were afraid of me._

_So I pretty much learned how to take care myself, scavenging for food and performing tasks without magic. I even taught myself how to properly use my wings and fly._

_One day. I was in a forest snacking on some fruit I picked from a tree, when suddenly I heard the sound of a tiny little scream. "HELP ME…! HELP ME..!" I followed the sound of the scream, and I saw a tiny little girl trapped in a spider-web and about to be devoured by a huge spider. I acted fast and crushed the brute with a stone, and then I tore up the web, releasing the girl and noticed she had wings, and before the girl could overdramatically thank me, she noticed, "Wow! You're a unicorn!"_

_"And you're a fairy." I added._

_We both had heard of each other's species, but never before dreamed we'd actually see one another in actual form. _

_I told the fairy that I was lost and if she knew where the nearest village was, but to my dismay, she was lost and alone too. All she knew was her name was Krysta, and she did possess her own little magic, but she couldn't remember where she came from, what her home dimension was, or ever where it was, or even what her true purpose as a fairy was. We found that we were both alike in many ways, and both were now lost together, but it was clear that day I made a new friend. _

_Krysta and I wandered the dimensions together, hoping to find answers her past and a home for me, but one day… we were crossing onto the turfs of a gang of monster thieves, and other creatures. There was nothing I could do since I couldn't do magic, and Krysta's fairy magic wasn't enough either. We both felt we were in for it, until… he came! The Tri-horned Alicorn- the Grand Ruler._

_We had heard stories about him, but merely dismissed them as just that… stories. We watched has his used his powerful magic and warrior skills to drive off the monsters. Then he turned to face us. He could see that Krysta and I were hopelessly lost and needed help. He also seemed interested in my golden horn and could sense that I couldn't do magic like he could…_

_He then kindly offered, "Come with me… and I may be able to help you, and your little friend piece together what you've lost, and what you've been searching for."_

_So Krysta and I went with Grand Ruler to his home dimension, Unicornicopia and I became his apprentice. For several years he looked out for me, and trained me to become stronger and show me that I was capable of more than I thought I was… without the use of magic._

_There were at times when he proved to be tough as nails. At first I was hardly able to break one simple block of wood with my bare limb alone, without a magic glove, and I could hardly keep up with the speed and strength. Whenever I messed up, he would really let me have it firmly, yet calmly._

_"You were slower this time, and you aren't giving the proper attitude. You disappoint me Lightning."_

_"I disappoint myself, master."_

_Still, Grand Ruler… he was tough, but he was like a second father to me, always having faith In me and still believing that I could become better than what I was, and that gave me the confidence I needed to keep trying. _

_Krysta was like a little sister to me. She was always there for me, and giving me extra confidence, and I was always there for her. _

_Eventually, after years went by, the training proved to be successful. I never felt so strong before. I could break ten rocks with my limb, I could fly and faster than a projectile, and even leap great heights and distances without the use of my wings and I could lift up very large and heavy objects._

_Krysta became stronger too and was able to use her magic to lift heavier things like me. _

_After our basic training and education were completed, Grand Ruler let us have a home in the kingdom below and our new lives began. I had a home again, and soon I had many friends, and I joined Star Fleet to help protect others and to exact vengeance on evil for taking my loved ones away from me._

**_*Back to Present*_**

Since then, Lightning and Krysta had always been inseparable. "I made a promise that I'd help her find her home and help her discover who she really is… and I'll never give up."

The others thought that was a very sad, yet sweet story, "But isn't there anything we can do for Krysta?" asked Starla.

Nobody had a clue. After all, the Dimensional universe was beyond enormous. There were billions of different dimensions and worlds that existed outside of their own. Some that hadn't even been discovered yet, some that were far beyond their current reach…

It also didn't help that they had no clues or anything at all that would give even one possible hint to discovering Krysta's roots and origin. It was no wonder Krysta often looked sad. Lightning hated seeing Krysta upset. "I just hope she's okay." He said.

"You do…?  
Aw… me too." said Rhymey.

They all agreed to just let have some time to herself.

…

Krysta was sitting outside on a window ledge. She felt she had searched every book on worlds, locations, and histories, even all the books on fairies she could find, but no information that could tell her what she needed to know.

She wasn't really trying to complain or make others pity her. She loved being in Unicornicopia, and she loved being around Lightning and his friends, but sometimes she did feel out of place, being the only fairy in a world of all unicorns. Sometimes not knowing where she came from really got to her…

She felt like singing her blues away, and sang a little song, often repeating the question _"Who am I?"_

Krysta sighed softly, but then something bright caught her eye. A small glowing ball of light floated softly around here, and said to her, _"Do you wish to seek your true roots? Do you wish to know the answers you seek…?"_

"Y…Y…Yes… I do." answered Krysta.

_"Then follow the orb of light, and you will find what you seek."_ With that, the ball of light began to fly away. Krysta couldn't but feel that voiced sounded so familiar, but did it really know how to help her find her home? Krysta couldn't' pass up this chance, and followed the ball.

Pretty soon, the others had finished their reading, and most of the others left to get back to work and home. Lightning and Starla put their books back and looked around, "Krysta…?"

No response!

"Krysta…?"

No response!

"Where is she?" asked Starla

Then the alarms went off warning the kingdom that there was danger lurking about. Lightning and Starla gazed at each other in shock, hoping Krysta wasn't involved.

An announcement warned everyone that the danger was coming from Big Brown Canyon, and everyone was to head for shelter immediately while any members of Star Fleet were to investigate to danger-zone. Rhymey, Buddy Rose, and Artie were busy helping the unicorns get to safety, and told Starla and Lightning to go an investigate the canyon, and they promised to catch up as soon as they could.

_"Star Fleet… Magic…!"_ Starla and Lightning transformed and went on their way.

…

Big Brown Canyon was a rocky terrain, with caves, mines, and everyone lived in stone houses and cabins. Starla and Lightning couldn't see any danger as they flew overhead. So they headed land below and that a closer look.

"Look at all these caves and mines." said Lightning. Both he and Starla assumed the danger had to be inside, as Titan and his minions liked dark places. Suddenly, Starla noticed something by her front hooves. "What's this…?"

It looked like a small map, and recently drawn, it also read…

_"If you ever want to see to see your little friend again, enter the mine near where you found this map then follow its directions."_

Lightning's anger began to show. "Krysta!" he shouted as he ran straight into the mine. "Lightning, wait…!" called Starla, but then she heard a small crashing sound. Lightning came back out rubbing his head. "It's dark in there." he simply said.

Starla nodded as she handed him a miner's hat from the shelves near the entrance, and put on one herself. They also grabbed a couple of flashlights and lanterns. Then they went inside.

The walls were dripping with water, and the sounds of the splashes echoed along the walls. It was hard to see, even with the lights. "Starla, are you sure we're going the right way?"

"No…" answered Starla "But we have to be going somewhere."

Down, down they went, through large tunnels, and down narrow paths. _They didn't even notice that two pairs of eyes were watching them through the shadows._

Suddenly, they could see a light up ahead at the end of the tunnel, and they could hear voices. "Let's go…!" whispered Lightning.

Krysta was being held in a cage with crisscrossed bars so she couldn't try to slip out. She was being guarded by all of Titan's minions who kept teasing at her and shaking her cage, Dementia even criticised the way Krysta's hair was, and the way she was dressed. "Too bad I can't say the same about you." Krysta grouched. "Ick..!"

Dementia looked as if she was going to explode. "What… did you just… SAY TO ME?"

She looked ready to blow the cage to pieces and Krysta with it. "Leave her alone!" shouted a voice. The minions turned and saw at the entrance of the chamber. "Lightning…! Starla!" cried Krysta.

**_"STAR SHOWER…!"_** Starla shouted as she sent her stars to chase away the minions, but as Lightning tried to make a break for Krysta's cage, when it levitated up higher. "Krysta…!" cried Lightning.

"Help me!" his friend shrieked. Then… there was more danger as he appeared before everyone, holding the cage in his ghastly hand. "Titan…!" or rather it was, obviously, another one of his puppets.

"Oh… is this yours." the evil sorcerer teased.

Lightning had a look of such fury on his face. "Give me back my friend!" he snarled

"My! Such a foul temper." hissed Titan "There is so much more to you than meets the eye, Lightning Dawn. I like that in a creature. So I tell you what… All you have to do is let me take your life-force, and I'll let your little friend go free."

"My life-force…?" As if Lightning didn't see that coming, and Krysta begged Lightning not to do it. "Don't worry about me… just don't let him get your power." Even Starla, who was now being held hostage by the minions begged Lightning not to do it.

Lightning knew if he gave Titan what he wanted then Titan would become even stronger and possibly gain all the energy he needed so he could really escape from his prison, and then the kingdom and all of the Dimensional Universe would be at great risk all because of him. The worst part was that he couldn't summon the Rainbow Rod, because it wouldn't reach him in time. Titan would strike Krysta instantly if he tried, nor could he try to attack Titan by any other means…

But poor little Krysta… why he would never be able to live with himself if anything happened to her and knowing that he had the chance to stop it and did nothing.

Titan assumed by Lightning's silence that his answer was No. "Very well then." He hissed as he reached through the bars with his finger glowing softly, and ready to really hurt the helpless fairy. Poor Krysta was whimpering in fear. Lightning felt a small tear of worry for his friend fall from his eye. "ALL RIGHT…!" he shouted. His voice echoed throughout the mine. "…I'll do it. Just let my friends go."

Krysta and Starla were shocked and speechless, but Titan was pleased and sniggered sinisterly. "Good lad. I knew you'd see reason." He then released Krysta from her cage, and trapped Lightning in a bubble cell. "No…! No…!" cried Krysta "Lightning…!" shrieked Starla, but there was still nothing that she or Krysta could do. "They do not need to see this." said Titan "Show them the way out, Minions..."

The minions bowed and began to drag Starla and Krysta away. "Come on…!"

"Get moving!"

That's when Titan gazed at Lightning inside the bubble. Lightning tried to break free, but his own training proved to be hardly a match for Titan's magic. "It's a shame that I must do this… you have been a most worthy nuisance, and I will miss our little encounters." He snickered as his hands began to glow, and began to absorb Lightning's energy. Poor Lightning could feel himself growing weaker. Soon, he would be no more. "Grand Ruler… I'm… sorry…!" he muttered.

Suddenly- KA-BOOM! A great explosion blasted through the wall near where Titan was standing, causing him to lose concentration, and the bubble magic wore off, setting Lightning free. He felt pretty drowsy though after losing part of his energy and lay flat on the ground.

"Who did that?" snarled Titan. "Show yourself!"

That's when a tannish-brown unicorn, poked his head through the smoke, and spoke in a Spanish accent. "You there…" he thundered at Titan "You're a bad man, you are. _No Me Gusta, _I don't like you."

Titan's eyes glowed with anger. "You dare say such things at the mighty Titan…?" he looked ready to blast the living daylights out of the unicorn, when suddenly the unicorn ducked down, and then quickly poked his head through another opening. _"Hola, __Señor! _You are looking for me…?"

Even Lightning, in his weakened condition was just as baffled. Titan continued to fire more projectiles, but every time he caught the unicorn in his sights, he ducked down and then popped up somewhere else. This was causing Titan to miss and hit the walls of the mine, _which was not good as it began to upset the structures._

"Enough of this!" snarled Titan and he fired a humongous blast at the wall, collapsing it into a pile of rubble and revealed to his and Lightning's surprise, there were in fact two identical unicorns.

"Dyno..!" said one to the other, "I think we are busted."

_"Si…!_ I agree with you, Myte." said the other.

Titan growled angrier than before. "You dare to deceive the all mighty Titan with such games?" he roared. "I'll teach you both some respect!"

He was about to blast them both hard, when suddenly, both Krysta and Starla came charging back into the chamber. **_"STAR SHOWER…!"_**

"Blargh…!" groaned Titan as Starla's attack hit him, although he didn't really get hurt. When Titan asked what happened to his minions, Buddy Rose, Artie, and Rhymey peered round the corner "They just got too cocky." snapped Artie

"And we out-numbered them, see?" rhymed Rhymey

Titan was most annoyed, but suddenly the whole mine began to rumble and shake as rocks began to fall from the ceilings. All the blasting from Titan and the explosion made earlier by the twins had weakened the supports, and the ceiling was caving in.

"We've got to get out of here!" cried Buddy Rose but Titan was not going to leave without at least finishing off Lightning first. He approached the seemingly defenseless unicorn that lay on the ground.

That's when Lightning gave a twitch. "What's this…?" snapped Titan.

Lightning was beginning to find his strength again, and gazed at the evil sorcerer ferociously, and managed to slip from his grasp. "You never quit, do you?" he asked Lightning.

Lightning's anger grew more and more intense. "You bet I never quit." He said "I'd never let you harm my friends, and you may have weakened me a little, but you… haven't stopped me… NOT YET!" That's when his golden horn glowed, and his body was illuminated in that golden light again.

"Look…!" cried Krysta.

"He's doing it again!" added Starla.

The twin unicorns gazed in awe. _"Aye Carumba!"_ they both said.

"No!" roared Titan. "I won't let you get me this time. The power shall be mine!" he reached out to grab Lightning, but he received a horrible shock upon touching him. "ARGH…!"

Lightning, then recited the magic spell…

_"I summon forth a mystic power  
__To aid me in this darkest hour  
__Casting no upon my foe  
__I now unleash… this magical glow…!"_

Titan got up from being knocked down and Lightning fired the **_"…UNIFORCE!"_**

WHAMM! "AA-AAA-AAAAAAHH…!" Titan was hit hard as the puppet spell broke; destroying the faker instantly so once again all that was left was a broken seal and a charred robe.

Lighting stopped glowing, and felt really tucked out now and collapsed from exhaustion. Buddy Rose scooped him up and carried him piggy back. The whole mine was breaking up now, and everyone dashed as fast as they could. "We'll never reach the exit in time." cried Stala

"You follow us…!" called one of the twins. "We know a way! Hurry!" shouted the other. Heading the twins' word, the gang followed them down a secret tunnel and made it out safely through another entranceway.

"That was a close one." Said one of the twins

"Si…! But at least we are all safe." said the other.

…

The real Titan was sitting on his throne and feeling rather angry that Lightning Dawn had managed to beat his puppet once again. "Still…" he chuckled "It was well worth it." Titan simply said as he gazed out at the expanding rift in the seal round the dimension. That small amount of energy he had stolen from Lightning, and Lightning using the uniforce had expanded it immensely.

At this rate, it would only take a few more battles or such to give him what he needed. "Your days are numbered, Lightning Dawn. While he sat in his throne chuckling evilly, the minions were forced to tidy up the entire castle as punishment for their blunder in the mines.

…

Lightning woke up to find he was in one of the houses, with a warm fire roaring in the fireplace. Krysta was safe, and so were all the others and it was all thanks to their new friends.

"Glad to see you are alright, _amigo." _said one of the twins.

"You gave us all quite a scare back in the mine." said the other.

That's when Lightning remembered everything that happened, including how he summoned the uniforce a second time, because he believed in himself and was determined to save everyone. Perhaps that was the key to how it worked…? He would have to study some more.

The two twins introduced themselves and Dyno- code-number IW8K, and his brother, Myte-JX9L. They were the chief mining engineers of Big Brown Canyon, and were quite handy with mining tools, preferably explosives. They had also just graduated from the Star Fleet academy and had only to earn their badges from the Grand Ruler.

"So it was you two who gave Titan all that trouble and saved Me." said Lightning. The twins nodded and explained they didn't like it when others intruded into their mines and used them for no good, especially Titan. "He ever show his face again…"

"…we blast him good."

The gang began to wonder if the twins were okay as they seemed a little Looney, but still, they were grateful for all they had done.

"And so am I…" said a voice. Everyone turned to face the door…

_"…Grand Ruler?"_ everyone exclaimed and then bowed to him. They all wondered why he had come. "I heard everything from Buddy Rose…" he explained, and then he cast his gaze at Lightning. "You took a great chance today, Lightning…"

Lightning began to feel upset. "Yes, sire… I'm sorry! Now I've given Titan more energy."

His mentor nodded and explained that Titan was indeed growing stronger, and the seal was growing more and more weak every day, even with Grand Ruler doing his best to keep it sealed. "I am glad you understand the seriousness of your actions, but I do want you to know how proud of you as well. For you were willing to give your own life to save your friends. I myself would do the same, and so have many before you. You are a remarkable warrior, Lightning Dawn."

Lightning smiled and promised to try and avoid such situations future.

Then Grand Ruler turned to face the twins "And as for the two of you…" he stood upright and clapped his hooves together, causing two sparkling waves to appeared and playfully circle around the twins, then flying at their armored vests and taking them from of the official Star Fleet insignia near the unicorn's insignia. "… I believe those will you right."

The twins almost didn't know what to say. They had earned their official Star Fleet admittance. _"Muchas gracias, Comandante_." said Dyno as he and his brother bowed to Grand Ruler. "Your excellency… you will find you have not made a mistake." said Myte.

Grand Ruler nodded in agreement and knew the twins would make him and the kingdom proud. With Titan growing stronger, Star Fleet would need to train harder and become more powerful than ever, and having more members was fine improvement.

Krysta, however, felt really bad- letting herself being lured into Titan's trap, leading to Lightning nearly losing his life.

"No, Krysta…" Lightning said "I know it looks bad, but I'll be fine. Besides… you're my friend. The best friend I've ever had, and I don't know what I'd do without you."

Krysta blushed shyly, and she pecked Lightning's check. The two friends were happy to be safe and well, and Grand Ruler couldn't be more proud of them both for realizing how important their friendship meant to one another, and since he had demonstrated what he learned before his eyes, he decided Lightning could skip writing his report that night.


	8. A little bit of magic

**EPISODE SEVEN**

One morning, Lightning and Krysta had gone to Cookie Dough's restaurant to deliver a shipment of meats Cookie Dough had ordered from outer dimensions. Cookie Dough was so happy, that he invited them for a free breakfast to say thanks.

It was flapjack day, and Cookie Dough made the best flapjacks there were. Lightning ordered a big stack for himself and Krysta, heavy on the syrup.

After just one bite of those warm fluffy flapjacks, Lightning and Krysta, as well as the other customers all felt lighter than are and warm inside. "Every time…" Cookie Dough chuckled "How do I do it?"

As everyone ate through breakfast, Abra Kadabra entered the restaurant, much to everyone's astonish. "Abra Kadabra, yes!" he chuckled. A few of the customers asked for his autograph, which he was only too obliged to give.

He passed by Lightning and Krysta. "What's a big-shot like you doing here?" asked Lightning.

Abra felt that was a silly question, "Why, because I'm hungry, and even a magician needs to eat."

He found a table opposite form Lightning and Krysta's but Cookie Dough informed him that the table hadn't been set yet. "I see…" said Abra "Well… I think I can take care of that." He put down his bag and clapped his front hooves together, which captured everyone's attention.

Everyone watched as Abra began to perform tricks and the slight of hove… pulling a tablecloth out from his hat which everyone saw was completely empty. He waved his cape over the table making a dish appear. He held out one of his hooves, and then he waved his other hove across it, making eating utensils appear. Finally, he made it seem as if he had pulled a napkin form his mouth, and then placing it flat on the table, he lifted it up revealing a flower in a pot of water.

Everyone applauded, and Abra took a bow. Cookie Dough brought him a serving of flapjacks and promised him it would be on the house for such a performance. "Well, I was hoping you would." said Abra "I don't have any money to give you in any case."

"What…?" snapped Cookie Dough.

Lightning and Krysta were just as shocked.

Abra explained that he had fallen on hard times since Titan had returned, and he had a hard time finding work. All the parties he had ever been invited to perform at were always spoiled by an attack on the kingdom, forcing everyone to evacuate. He didn't do a show, so he didn't get paid. Even at his own performances in the streets, people threw him flowers more than they threw him money, and those who wanted Abra's autograph, he just didn't have the heart to ask for money.

He wasn't even a member of Star Fleet either, but just a regular civilian, so he wouldn't get paid a warriors fee either. He was a professional magician and performer, and in his family that was a well-honored profession. "My father, his father, and his fathers all before them were all performers and entertainers. My family's reputation is well respected throughout history with our long line of performers, and I was not about to be the first to say no to it."

That was why Abra wanted to become a magician. Not just to carry on his family's honor, but also for the fascination of the art of deception, and performing tricks without the use of actual magic. Sadly, this all didn't help find too much work now. "Oh, what am I going to do?"

The only thing anyone could figure was perhaps for Abra to get a second job. "Say, Cookie Dough... Weren't you looking for help in the kitchen?"

Cookie Dough caught on and agreed to let Abra have a try. "Oh, I don't wish to be a bother." said Abra.

"Not at all…" replied Cookie Dough "I'd be happy to give you a chance."

Abra smiled.

…

Titan's minions were all arguing over whose turn it was to attack the unicorns. Titan was not able to decide for them as he was busy attending to his own devices… training and mastering his ever-growing powers for the day when the seal would break, and he'd be free to exact revenge.

Ultimately the minions decided to draw straws, and Dementia won. "I'm not only beautiful, I'm just lucky." she teased. The others were not amused. "Whatever your plan is… just make sure it actually works." snapped Rep-Stallion.

"Hah!" remarked Dementia "At least I won't screw up this time, unlike the two of you."

Mysterious simply scoffed, "If memory serves me correctly, I actually succeeded in gather more energy for Lord Titan than the two of you out together."

Dementia growled angrily, causing her to sweat and ruin her makeup, making her even angrier, but she didn't have time to worry of that now. "I have a plan that's really going to… _reflect _upon everything." She hissed as she gazed into her mirror while snickering.

Abra was soon put to work, washing the dishes, only he wasn't very good at it, and dropped a couple of dishes. "Oh, dear!" he groaned.

Lightning and Krysta offered to stay and help, as their job of the day as town helpers. The way Abra worked, you'd think he'd never washed dishes in his life, which was true because Abra usually ate with paper plates and plastic utensils that you threw away or recycled once you were finished with them, that and he was too busy working on his magic acts to really have too much time for simple chores most of the time.

"If only I had spent equal time learning how to do other things, I wouldn't be in such a mess." Abra said. "Don't say that…!" said Krysta "You're a great magician, Abra, and make people happy and astonished with your talent, and who knows… maybe you can do other things with it."

Cookie Dough and Lightning agreed. "Everyone has their own special skill…" said Cookie Dough "Like me with my cooking."

"Abra, you're lucky…" added Lightning "At least you can do all these things, I can't even perform one simple card trick, let alone do actual magic other than the uniforce and the rainbow rod."

Abra felt flattered, but this still didn't help him with his money problem. "If only there some way I could really bring my act up. Get better performances. All I'd need is full house of observers."

Cookie dough wished he could help, but he really just couldn't think of anything. "Excuse me… I have a _full house_ of unicorns to feed." He said as he went back out to serve his guests.

That's when Lightning and Krysta realized the _full house_, and remembering that Cookie Dough's place was one of the most famous in the entire kingdom. That's when they both happened upon the very same idea, but decided not to tell Abra yet. They planned to save it as a surprise.

As the day continued, Abra was starting to get the hang of washing dishes. He didn't even mind that he had dishpan hooves. He even amazed the staff with some of his magic tricks to store the dishes and utensils away. They were all very impressed. Abra took a bow and said to Lightning and Krysta, "I'm starting to like it here. Maybe I should work here more often."

Lightning and Krysta just giggled at one another cheekily.

Suddenly, everyone in the place began to scream followed by the clattering of dishes. Lightning and Krysta immediately ran out to see, "Dementia…!"

Dementia turned to face them and then she dashed out the door as the alarms sounded and everyone began to run back inside before the force fields activated. "After her…!" shouted Lightning as they zoomed past the crowds and out the door. Abra saw them run and felt that this was most serious, and he also had a sudden sneaky plan in mind.

Poor Cookie Dough though, his restaurant was a mess. He took off his chef hat, "When did I start losing control… in my joint?" he cried.

…

Lightning and Krysta searched round the empty square just as the shields came up, and then they spotted Dementia standing in at the other end of the square. "My, but it's a lovely day for a battle." she mocked "Only this time you lose."

Lightning and Krysta were already annoyed. "We're tired of these games, Dementia." snapped Lightning "Why don't you do us all a favor and go back to Titan, and stay there?"

Dementia simply laughed, "I think I'll stay around here for a while, and with a little company as well." she said as she held out her mirror.

"What are you up to?" Krysta demanded to know. She got her answer when Dementia sprinkled the magic dust in her pouches all over her mirror transforming it into a monster with mirrors for arms, mirrors for legs, even two large mirrors for its body and its head.

"As if she didn't have enough of those already." growled Krysta.

Dementia was pleased with her new monster, mostly but the fact that she could see herself from so many different angles, but that wasn't the best part. "Go get them, _Reflect-Shot."_

The monster began obeyed and began to move forward.

"Star Fleet… Magic…!" Lightning transformed quickly and dashed into battle.

"Let's see what this this thing can do." Growled Lighting as he charged forward, heading straight for the center mirror, which was the monster's body, and rammed into it, only get horribly knocked back. "OOF…!" Lighting felt is he had just been hit by another unicorn. "What was that…?" he wondered aloud. Krysta was confused too.

Dementia sniggered softly at their feeble attempts.

Lightning got up, and tried again. This time he did a bucking kick with his hind legs, but felt something boot him back hard! "Whoa…! Hey…!"

Krysta saw the whole thing and began to wonder what was going on. The monster hadn't even raised an arm yet Lightning had defiantly been attacked by something, and she also noticed Dementia was by herself with glee. "Wait a minute…!" Krysta said, and flew in closer to check out the monster as it continued to stomp its way forward.

Krysta flew at the Reflect-Shot's face, until she was just inches away from the glass that was reflecting her. She then reached out with her hand to touch the glass, but strangely, it felt as if she was touching her own hand. "What the…?"

Then, she tried something drastic, and gently slapped her reflection in the cheek, only to feel the actual slap herself. "Nya, ha, ha, ha… Haven't you figured out yet?" Dementia laughed.

Her monster was a giant mirror, if the reflection of anything or anyone was hit on its very special surface, the real thing would suffer the attack. In other words, you'd only be attacking yourself instead of the monster. Lightning and Krysta felt they were in big trouble, "But that's only half your worries." said Dementia "Let us demonstrate its other unique ability."

At her command, Reflect-Shot raised its mirror arms up, up, up… and began to reflect the sunlight into powerful beams to fire at Lightning and Krysta. "Watch out…!" cried Lighting as they evaded the beams. Lightning's tail caught little graze "WHOA…! That's hot!" he shouted.

Dementia was overjoyed, and really believed her victory was assured. "Why not make it easy and surrender?" she said "I promise I'll be gentle."

"Never!" shouted Lightning.

"We'll never give in." added Krysta.

"Ugh! Fine…! We'll do it the hard way." groaned Dementia, and she ordered her monster to capture them both. Lightning and Krysta didn't know what to do. They couldn't even try to attack the monster while it could reflect everything. The glass was also super strong and couldn't be broken as easily by simple attacks. Lightning didn't dare use the Rainbow Rod, and sure wished one of his other friends was there now to help him.

"Too bad, fools!" Dementia sniggered, but then someone called out to her, "Hold it right there!"

"Huh…?"

The monster looked round too. Lightning and Krysta stared from round the monster and could see Abra was standing there, wearing his hat, cape, and holding his wand. "Abra… what are you doing?" called Lightning.

"Get out of here!" added Krysta.

Dementia actually agreed, "Indeed you would be wise to leave." she snapped "I have no use for you. It's Lightning that I want. Leave here now before I order my monster to destroy you as well!"

Abra wouldn't run. He had seen everything and was willing to help Krysta and Lightning out, even though he wasn't a member of Star Fleet, or had any battle magic. He still intended to help, and get a little even with Titan and his minions for wrecking his gigs and forcing him out of cash. "You have interfered long enough." He growled.

Dementia had taken enough of this and ordered Reflect-Shot to attack. Abra just stood where he was as the monster reflected the sunlight. "Abra…!"

"Get out of there…!"

Abra still didn't move as the beams hit him. Dementia laughed hard in triumph, but when the dust had cleared. "What…?" Abra was nowhere to be seen, not even any ashes, except that of what was left on the pavement where the beams had hit.

Lightning and Krysta were confused too.

"Over here…" Abra called a she waved from another section of the street. "Get him!" shouted Dementia and her monster fired again, but again, Abra eluded them with another one of his tricks, and when he showed himself again "Remember the first rules of the magic tricks: Things aren't what they seem."

Dementia growled fiercely, and then leapt down to attack Abra herself with her monster as back up. "Okay! I tried to be peaceful, but you like all others, wish to do it the hard way." She used her magic to warp the field around Abra, enclosing him and bind of waving energy, but Abra didn't even seem stunned. "Huh!" he remarked "Very amateurish…" and he stomped his hove and like magic, he was freed while Dementia was being held up by her own spell. "What… how did you!"

The monster however was right behind him, and already laid its two huge mirror arms to the sides of Abra ready to close in and squash him! "Oh I can't look!" cried Krysta as she hid under Lightning's wing, but Lighting began to notice something else. The monster had no reflective surface on its backside. _"I wonder…" _he thought.

"Any last words…?" Dementia sneered at Abra.

"Just two…" snickered Abra.

Dementia ordered Reflect-Shot to squash him, and right when its arms began to swiftly close in, **_"Abra-Kadabra…!"_** shouted Abra followed by a huge crash and the glass on the mirror arms shattered. "AAH…!" roared Dementia as she braced herself from the bombarding glass shards.

The monsters arms were badly damaged, because once again, Abra had eluded it causing it to smash its own arms, and as it harmed whatever reflections were in its sights, that included itself.

"This can't be…!" shouted Dementia. Then suddenly, the monster was whammed from its backside and was crashing right down upon Dementia. "YAAHH…!" she flew up in the air just in time as her monster crashed on the ground hard.

It was Lightning who was right all the time to hit it from in back. "Looks like your plan backfired, Dementia." Krysta called up "Do it, Lightning!"

"You got it…" Lightning smirked and called for the Rainbow Rod. **_"Rainbow Rod…Come to me!" _**and his magical wand appeared. "Hope no one's superstitious. That's a pretty big mirror I'm about to break."

"No…! You can't…!" shouted Dementia, but Lightning was already concentrating, and the rod began to glow…

_"Powers of the rainbow, heed my call  
__I summon you now to make evil fall  
__Let goodness and justice triumph in might  
__I summon now… the rainbow's light!"_

**_"RAINBOW FORCE…!"_**

The monster got hit, fell over and Dementia could do was screech and whine in frustration as she vanished and was gone, but she promised to be back and get Lightning for that!

Lightning and Krysta were relieved that she was gone, and that's when Abra appeared alongside them as if from nowhere, and was applauding for them both. "Truly a magnificent performance." He complimented.

Lightning and Krysta were amazed at how Abra was okay. "How did you do all that?" Krysta asked.

Abra only chuckled, "Krysta- a good magician never reveals his secrets."

Krysta and Lightning merely sighed.

…

Later that night, Abra was given his surprise, and so was the rest of the town.

Cookie Dough's restaurant was already popular, and Abra was given a place for a permanent gig where he could perform shows while everyone was treated to a lovely dinner. This way, even more customers would flock in for the food, and the show, and Abra was entitled to a fair share of money which would get him back on track.

Abra was quite a hit and the crowds just admired his talent. So did Lightning and Krysta, who were sadly forced to watch from the kitchen as they scrubbed extra dishes. "This part of the show I'm not really enjoying." Lightning groaned.

Krysta agreed, and she was only drying dishes. "Well… at least we helped Abra out. Look how happy he is."

Lightning and Krysta watched the show go on through the kitchen doors behind them, and Lightning agreed that Abra was doing great. They also still were pretty curious at how he performed his tricks, but figured it best not to after all.

…

That night, before going to bed, Lightning wrote his report…

_"Abra may be a civilian unicorn, and though he disobeyed orders by leaving the comparative safety of the shelters, he proved to be quite helpful in the battle today despite not having any special training in the art of combat, but just relying on his own skills and talent. It's no surprise that art of magic is indeed like a box full of tricks- hard to understand and difficult to master._

_This also bring me back to my own status, and how even though I have no real magic of my own, I too have special skills on my own that help me and others whenever danger threatens our world. I feel that if others can appreciate others for their own talents and skills, and realize they are capable of doing so much more than they at first think… perhaps there will be more universal peace…_

_…that is, if we ever get past all the evil that threatens us still."_

He signed his name, then sent the report through the magic mailbox slot which would send it all the way to Grand Ruler's floating palace in the sky.

After that, he hopped into bed, and turned out the lights and dreamt of all the adventures he would have another day.


	9. Pleasant Screams

**EPISODE EIGHT**

When Titan had emerged from his training time to take a rest, Mysterious had come to him with an idea, and extremely nasty idea to help gather more energy for Titan, as well as blow a hole through All of Star Fleet's defenses.

"You are aware by this time, the unicorns are all heading home to sleep until morning, and that is where I shall strike them."

Rep-Stallion was confused, "You're going to go after them while they're sleeping?" he asked.

Mysterious nodded, and explained he was going to strike in the one place where magic and friendship cannot help them. "In their dreams…!"

"In their dreams…!" His plan was to cast a spell over Unicornicopia so all the unicorns would have horrifying nightmares unlike any other. These nightmares, once dreamt would place the unicorns in a state of mind that their self-confidence would die out.

"With their self-confidence impaired, I shall have a free opening." Mysterious said "They won't a chance against me this time."

Titan liked the sound of this and gave Mysterious his approval. Then he viewed an image of Unicornicopia, it was already nightfall and the unicorns were already leaving for home. "Pleasant dreams, unicorns." he sniggered and then laughed evilly.

…

Grand Ruler was already out and making the sun set, bringing forth the dark of the night. Lots of the unicorns had already gone home and to bed, and the towns and villages were starting to quiet down. The only real signs of life in most places were lighted windows in houses.

Buddy Rose closed his community garden and stretched and yawned. "What a day…!" he said. "I'm certainly going to sleep well tonight."

"I think so too…" added Cookie Dough as he closed up the restaurant. Rhymey was with him after finishing a good hot dinner. He looked ready for bed already…

"I don't feel as I have to count sheep,  
Tonight I really will get a good sleep."

Starla helped Inquerius close up the library for the night. "Did you see Lightning Dawn leave?" Inqueruis asked. Starla shook her head, but then she looked up. "There he is… up on the roof."

Everyone looked up at Lightning as he gazed up at the stars as he sang a small song…

_In the night there's magic…  
__Have you ever dreamed of wanderin' though a town?  
__When the stars come out, and the sun goes down  
__And there's no one left except your friends around…!_

That's when he leapt down from the roof, landing in the streets, and many other passing unicorns, plus his friends began to dance with him in the streets as the music played…

Around the lampposts, over the small walkway-railings, even a little flying dance moves.

During the dancing, Lightning bid goodnight to his friends as he and Krysta headed back home to White Village, and upon arriving Lightning wrapped up his song…

_In the night there's magic  
__Have you ever dreamed of wanderin' through a to-o-o-o-own…?_

He and Krysta smiled at each other, but then both let out a yawn and Krysta pecked Lightning on the cheek before flying into her little house in the wall. "Goodnight Lightning…"

"Sleep tight, Krysta." responded Lightning as he hopped into bed. He had had a long hard day of helping out his friends and the citizens of Rainbow City, and earned a good night's rest.

Soon, all over the kingdom, everyone was fast asleep. Some were even snoring. The only exceptions were the night guards patrolling the streets and manning the lookout posts to search for any evil activity that occurred during the night, and the night soldiers were just taking control of their shifts. All of them were completely unaware that Mysterious was flying through the skies. It was much safer for him to come out at night where there wasn't so much light to harm him, and made it harder for the scout lights to find him as he blended in with the darkness too well.

He gazed over the sleeping kingdom and laughed softly. "It's time…" he hissed as he began to fly overhead over the center of the Rainbow city… he folded his hooves together and began to reciting the spell to cast his curse up on the kingdom, and when he finished the last word, the curse went on its way, covering every inch of the kingdom below, and anyone who was asleep would fall under the spell.

Within a short moment, the magic was in place. All Mysterious had to do now was wait for the fun to begin. He snickered evilly and retreated to his hideout… a small hillside cave in Yellow Hills, where Rhymey lived.

…

While in Red Wood Meadows, the spell was beginning to work its magic as Buddy Rose was starting to toss and turn in his sleep and moaning softly…

He was dreaming about heading to his garden, one day, to realize, all his beautiful plants were dead. He tried and tried his best to revive them, but this only made the spiritual forces of his plants return as angry monsters, who sought to eat him, alive.

…

Starla dreamt that the stars were falling from the sky like a meteor shower, crushing and destroying anything they slammed on. Even the library and the observatory were hit and burst into flames. Starla even found herself being surrounded by a ring of stars that fell from the skies and burst into flames that began to close in on her.

…

Rhymey dreamed that while he was reciting a poem about monsters and horror- as he read the words he wrote, the monsters and horrors he described actually came to life and gave chase.

_"Mercy me…!  
__I believe I should FLEE…!"_

_…_

Even Krysta was having a nightmare…

She dreamt that she had found other fairies just like her, and they invited her into a spring for a swim, but as soon as Krysta leapt off the edge, the beautiful paradise turned into an infernal nightmare, with flaming monsters and demons that caught her.

…

All over the kingdom the sleeping unicorns were tossing and turning in their sleep as their nightmares grew worse, and as their nightmares continued to haunt their minds… the energy emitted from their fearful emotions seemed to sail along the air and traveled to Mysterious in his hideout as he harnessed it all in a magic ball which sent the power to Titan to make him stronger.

He just couldn't stop laughing to himself, but what he was really anxious for was about to happen. "Any moment now…!"

…

Easily, Lightning was having one of the worst dreams…

He dreamt that he was brought before The Grand Ruler and he did not look a bit pleased for reasons unknown. _"Lightning Dawn it has become clear to me that I can no longer trust you, or instruct you as my apprentice. I have no choice but to banish you to the Dimension of Darkness and out of my sight and kingdom… FOREVER…!"_

In a quick snap Lightning and Krysta both woke up with a bloodcurdling gasp…

So did Buddy Rose… then Starla… Rhymey…! Everyone across the kingdom had awoken, some were even screaming, some fell out of bed. Little children were crying and weeping in fear.

…

Mysterious could sense the fear in the very air as he absorbed the last amount of the energy. "Excellent…! My plan has worked perfectly." He hissed "What I would give to see the expressions on their fearful faces now…"

…

"Krysta…" cried Lightning, but he said nothing else after that. He was quivering madly like an earthquake. He tried to hold himself down but it didn't help.

"What was that all about?" Krysta wondered referring to her nightmare.

There was a knock at the door, causing them both to jump. "It's okay… it's just the door." stuttered Krysta. Lightning answered the door it was only Starla and Buddy Rose, but they looked just as freaked out as Lightning and Krysta.

Starla explained about her nightmare, and that she was too scared to even look at the stars through her telescope. Buddy Rose was almost too scared of all the plants and flowers in his home garden, and on their way over, she also heard several unicorns screaming from their bedrooms, and could hear the cries of many frightened children lights.

"This is getting really weird." cried Krysta. "We've all had nightmares before and we never woke up feeling like this." She and the others began to wonder if maybe those were no ordinary nightmares they had had…

That's when a magical letter shot through the open window and landed on Lightning's bed. The suddenness of its appearance made them all jump and yelp. Lightning recognized the seal on the rolled up paper. "I… It's from The Grand Ruler." He whimpered, but he didn't seem too eager to look at it. "Lightning, just do it…" cried Buddy "Just get it over with."

"Y… Y… You can do it." stuttered Starla.

Lightning swallowed hard and nervously unrolled the letter…

_Dear Lightning…_

_Do not be alarmed…_

_I am well aware of the nightmares you and your friends have experienced. It is like this all over the kingdom and I can assure you it was no trick of nature. _

_I was making my rounds of the sky to maintain the balance of the night-flow, when I noticed Mysterious was flying around and casting an evil spell all over the kingdom which creates powerful magical nightmares that forces the sleeper under a dark spell forcing them to feel afraid and weak._

_Mysterious has used this to gather more power for Titan from the kingdom as you dreamt, and he hopes to weaken your self-confidence so that you and your friends will be unable to use yours powers and skills in battle, or even transform into battle-form_

_Lightning, as you read this I am constantly going around the kingdom and doing my best to reverse the effects of the spell so that no further nightmares occur, but in the meantime, you must confront Mysterious, at Yellow Hills, and stop him from spreading anymore nightmares around. I'd assist you in battle, but this is something that you and your friends must do, and I cannot allow my other subjects to fall under the spell._

_Just be strong, and stand up to overpower your fears. You can break the spell and save the kingdom from a frightful night's sleep. I have faith in you, Lightning._

_Your caring master: The Grand Ruler_

"W… w… we have to go out there." Lightning said nervously "It's the only way."

The others were not so optimistic. Krysta even slipped back inside her house and hid under her bed. "Why can't we just use magic to get through this?" she groaned, but this was something magic couldn't fix… and just as the letter had said without their self-confidence, their powers were weak and would be useless.

The unicorns tried to transform, but it didn't work. If they went out to confront Mysterious now, without their stronger armor, magic gloves, or powers, they were going to be sitting ducks.

Lightning, soon began to feel he was acting rather sill- his mentor had faith in him, why else would he charge him with such a task. He was a member of Star Fleet; a warrior…! He swore to help defend the world from evil and here he was cowering over one simple dream? "I'm going to try at least. I'll go alone if I have to." he said with pride, and though he was still feeling scared, he leapt out the window and flew off into the night.

Starla felt more nervous than ever. So did Krysta, but they both just couldn't let Lightning do this alone._ "Lightning, wait!" _they called as they flew off after him. Buddy Rose was still not too keen on going, but he felt even more scared being left all alone. "Wait for me…!" he called as he chased after them.

Soon they arrived at Rhymey's house in Yellow Hills, but it took some time for him to answer the door. The door creaked opened, and poor little Rhymey peeked his head through.

"Is somebody out there…?  
Please don't give me another scare!"

The others convinced him that everything would be okay… at least they hoped.

Yellow Hills was a small village; quiet and peaceful, several houses, and even a poetry clubhouse where Rhymey often went to present his works when not at work in Rainbow City. The hills were small and not too step, and there was only small cave in one of the hills. Not really one of those deep dark mines or tunnels but rather a small dugout.

The gang slowly approached the location, stopping only meters away from the dark entrance "I… I don't see anything in there." stuttered Buddy Rose.

"But I… see you!" Mysterious hissed loudly, sounding like a violent monster, and making everyone yelp. That's when Mysterious stepped out from the cave laughing hysterically. "What's the matter? Couldn't sleep well…? Having bad dreams…?"

By this time the gang had mixed expressions of anger and fear on their faces. "We know what you're up to, Mysterious." growled Lightning "You planted those nightmares in our heads."

Mysterious sniggered and nodded his head, "And it looks as if my little plan has succeeded. Look at yourselves… you're all trembling with fear. It shows in your eyes." He sniggered again as he gazed at all those fearful faces "I think now's the perfect time to introduce you to my newest sidekick." He clapped his hooves and a large flare of fire erupted from the cave frightening the gang as a huge fiery coated monster emerged. Mysterious called this monster _Hothead_, and made it from the flares of a torch he had in the cave with him.

Krysta screamed and hid under Lightning's wing. "Oh, my…! Oh…!" she whimpered. That was the exact same type of monster that attacked her in her dream, a large monster with burning flames all over its body. "G…G…Get it away! Keep it away from me!"

"Me too!" cried Starla

Buddy and Lightning whimpered and shook with fear at the sight of such a beast. Just looking at those flames was enough to burn them. Lightning was almost at a loss for words, and remembered what the Grand Ruler had said; he just had to face his fears. "I can do this…! I can do this…!" he kept saying as he moved forward, but the monsters flared up and roared causing him to retreat "AAAAHH…! No I can't!" and he ran back to join the others.

Some of them tried to attack the monster from a distance, but just as they couldn't transform, their battle magic didn't work well either. Mysterious couldn't help but laugh at such a pitiful sight. "I can't remember the last time I had so much fun!" he said "Go get them, Hothead!"

The monster flared, and began to slowly move forward. His burning feet made burn marks and ashes on the ground. "He's coming!" cried Starla "What do we do…?"

The monster then clapped his fiery hands together and blew hard, causing a huge fiery flare to blow right at the gang. _"WHOA…!" _they all shrieked as they scattered around. The others tried and tried, but by this time they were so scared and nervous they couldn't even shout the name of their attacks.

Lightning tried to charge at the monster only to always stop and run away at the last few feet, especially before the monster blew more fire at him. "This isn't working!" cried Krysta.

"Tell me something I don't know." snapped Lightning, but he quickly realized "What am I saying? I can't let my fear get to me!"

The others heard that, and began to realize they were just being a band of crybabies too scared to fight to save their own skins. They just had to concentrate. "Huh…?" groaned Mysterious as he watched the gang stand up tall and proud. "What's this…? How are they no longer afraid?"

The gang was still feeling a little nervous, but the more they believed they could do it, the more the spell faded away. Soon, they were standing tall and proud and ready for action. _"STAR FLEET… MAGIC…!" _and they changed into their battle-forms.

"Fun's over, Mysterious!" said Lightning "And now it's your turn to face a nightmare."

The others nodded and charged.

"Fools!" snapped Mysterious "Hothead…! Get them!"

The monster flared and charged forth, and still being part fire it still had a slight advantage. All of Buddy Rose's attacks didn't work on him, but he did manage to distract the monster long enough for Rhymey to attack with his **_"WARD SWORD…!"_** hitting it hard.

"Oh, no you don't…!" shouted Mysterious as he prepared to attack as well, only get bombarded by Starla's **_"STAR SHOWER…!"_**

"Blargh…!" Even though Mysterious could not be attacked normally like most shadows, magical-attacks were able to get at him, especially ones that gave off light like Starla's attacks.

Krysta joined her in keeping Mysterious distracted by sprinkling her brighter fairy dust on him. "Pah…! Stop…! Get this stuff off me!"

With Mysterious distracted, the monster was forced to face the others alone. Buddy Rose even saw a garden hose and a nearby spigot. "Perfect!" he cried. He quickly grabbed the hose and turned on the water. "Time to cool this flame down…!" he said as the water fired from the house and onto the flames.

Hothead roared loudly as it felt itself growing weaker every second, and soon all its flames had gone out and it could hard even stand upright. "Lightning, try it now!" called buddy,

Lightning nodded and for the rainbow rod, then he powered it up and unleashed the **_"RAINBOW FORCE…!"_** sending it straight up, hitting the monster and blew it up in a ball of fire. Not only that, butMysterious could suddenly feel the magic of his nightmare spell around the kingdom beginning to lift. "I'll get you next time, Star Fleet! Count on it!" he shouted and then he vanished and was gone.

Although the battle was won and the spell broken, everyone was a little upset that Mysterious got away and had taken a lot of energy with him, but they were all safe and that was what really mattered.

"Well done, Everyone." said a voice from atop the hill. The gang looked, and saw the shape of "Grand Ruler…!" cried Lightning. His master nodded as he stood proudly on the hill with his cape fluttering in the soft breeze. "Because you all believed you could win and faced your fears, you overpowered Mysterious' magic. Take great care of yourselves… for this battle with Titan and his forces will continue, and will only get much more difficult, but know that I have faith in all of you… especially you, Lightning."

The gang bowed to the Grand Ruler, and Lightning asked his mentor, "When will I learn the true secret of my real magic? Haven't I come far enough?"

The Grand Ruler chuckled, "You have done wonderfully, Lightning… but you still have a long way to go yet. One day all will be clear to you, but for now… you all better get home to bed while it's still night. Farewell…!" and he flew off into the sky to continue his nighttime duties.

The gang decided it was best to head home to bed anyway. Lightning felt disappointed that even after all this he still didn't know what his master was trying to teach him about magic, but at least when he and the others went home and back to bed, they all had nicer, more pleasant dreams.

Lightning didn't even have to write a report, for he again learned something and demonstrated it before his master's eyes. So, he simply snuggled comfortably under the covers and dreamt of all the adventures he would have another day.


	10. Going on hot air

**EPISODE NINE**

Titan was growing stronger thanks to vast amounts of energies that his minions had gathered for him and believed he was nearly ready to ultimately break the seal and escape!

Meanwhile… Rep-Stallion was beginning to feel upset that he hadn't had a turn in sometime to send a monster or cause havoc against the unicorns, and he decided to sneak off on his own, figuring Titan would be pleased if he brought back just a tad bit more energy for him.

"Where do you think you're going?" asked Dementia.

When Rep-Stallion explained what his plan was to his comrades, they didn't seem pleased. He had not informed Titan of his plan, and Titan had already given orders for all of them to stand by and await further instructions. "His lordship will not be pleased with you." Mysterious warned him.

"He will then, when I bring him Lightning Dawn... served ice cold!" snapped Rep-Stallion "And don't either of you go off to tell him. I'd like it to be a surprise." After he left, Mysterious and Dementia felt that when Titan found out he would be more than just surprised…!

…

Titan had been spending a lot of his time outside the castle, warming up his powers. "Yes…!" he hissed with glee "I can feel the power pulsating through my veins!" He hadn't felt so strong for centuries, since the Grand Ruler sealed him away and drained him of his magic and strength.

Now his powers were getting stronger, but just not enough for him to fulfill his ultimate dreams. Especially one in particular that he constantly remembered for so many ages!

He shut his eyes tight and imagined a poor young boy he once remembered being treated harshly and feeling so horribly left out and alone. Then he heard the boy scream… _"…My Face!"_

Titan opened his eyes and clenched his fists. He then tried blasting at the barrier around the dimension again, hoping it would finally break. Unfortunately, it didn't. "Not quite yet…" he said "But soon! SOON…!"

…

It was another happy day in Unicornicopia and everyone was up and about, some were at work, some of the children were playing in the parks and playgrounds. It certainly was a nice day, and that worried Krysta a lot. "This is usually the time when Titan or one of his henchmen comes after us again."

"Well if they do…" Lightning said "They'll find we'll be more ready for them than ever."

Ever since Grand Ruler had warned Star Fleet that Titan's escape was now inevitable, and he would possibly emerge any time, Star Fleet had been training harder and stronger for the past several days, but only Star Fleet and its many members were aware of the threat and were confined to secrecy among each other, as it did not seem necessary or right to worry the populace of the kingdom.

For now, however, simple life continued, and all day. Lightning and Krysta had been flying around looking for work, but nobody seemed to need any help that day, which wasn't really a bad thing, and Lightning was still always paid handsomely like all Star Fleet warriors with a fair ransom.

Soon, they did find a small job. Cookie Dough's restaurant had take-out deliveries, and he asked Lightning to deliver a specially packed lunch to Brain's place in Greenland. "He's been working another of his secret projects and says he hasn't got time to come here and get it himself, and all my other deliverers are out already."

Lightning and Krysta were only too obliged to help.

…

Greenland sure lived up to its name; lush and green fields stretched as far as they eye could see laden with pine-trees small green shrubs and bushes and hedges. The houses were all dome-shaped, with a light green touch of paint on the woodworks.

It wasn't difficult to tell which one was Brain's because they could see something unusual outside on the lawn...

"A big balloon…?" Krysta said almost in a slight of dismay. "That's what he's been working on?"

"This is have to see." said Lightning

Brain was standing in the basket of the balloon and was truly proud of his work "Ahh…!" he sighed. "Satisfactory…! Most satisfactory…" He saw Lightning and Krysta and was glad someone finally showed up to see his work. "Tell me… do you like it?" he asked.

Lightning and Krysta gazed at one another. "Yeah… we do…" Lightning said "But why would you spend all this time making a balloon for? Especially since we all have wings and can fly by ourselves."

Brain was aware of this all and wasn't trying to imply that a balloon could compete with unicorn wings. "But… for the sheer sensation of soft and gentle flying, there is nothing that can compare with a gas filled balloon. Come along you two, and join me for a most exciting experience."

Krysta and Lightning decided to go along, and as soon as they climbed aboard Brain unfastened the lines holding the balloon down, "Right…! Away we go…" and the balloon slowly began to rise up into the air.

However, all this time, they were being watched by someone hiding behind one of the pine trees near the house. "Hmm… I think I can turn this to my advantage. Heh, heh, heh…!"

The balloon soared over Greenland, and across Rainbow City, and then back because Brain didn't intend to fly too far for his first test, but Krysta and Lightning were impressed. "This _is_ relaxing. I'm kind of surprised." said Krysta "And the breeze feels just wonderful." added Lightning.

"Did I not tell you so…?" Brain chuckled

They landed safely near Brain's home, fastened the balloon down again and hopped out. "Well that sure was fun." said Lightning.

Brain agreed "And I haven't even told you the most exciting feature… the balloon is made of specially coated fabric making it difficult to puncture so there is little chance of a leak being sprung."

_"That's just what I wanted to hear!"_ snapped a voice. The others turned round and saw _him _standing there. "Rep-Stallion!" snapped Lightning.

"I say- What are you doing here?" growled Brain

"To cause trouble no doubt." Krsyta sneered.

Rep-Stallion was impressed by how well they caught on. "Nice balloon. Mind if I borrow it…?" before anyone could answer him he had leapt over to the balloon, "Thanks… I appreciate it."

Brain was livid when he saw Rep sprinkling his monster dust on the balloon "I say! What are you doing…?"

He soon got his answer when the balloon began to transform into Rep-Stallion's newest monster, _Big-Blowout! _Its shape was rather odd. The basket was its head, the ropes and latches were all connected together to serve as the arms and legs, and the big balloon itself served as the body.

At first, Lightning and Krysta didn't seem impressed. "You're going to beat us with a balloon?" asked Lightning "This should be easy."

"I'm not so certain of that." said Brain "I'm certain there is some reason he has used my balloon for a monster." but Lightning didn't listen and just ran on ahead, and he transformed as he dashed. "Lightning, wait…!" cried Krysta as she chased after him.

Rep-Stallion hopped on the head of his monster and laughed at their feeble attempts. "Show them, my monster." He said and with a swift wave of his scythe, "Now…!" and the monsters unleashed a fierce blow of strong air, and blew it straight at Lightning knocking him far back right into a tree.

Krysta and Brain dashed over to him.

"Lightning…!"

"Oh dear…!"

Lightning wasn't hurt, "But that thing's got a lot of air in it." That was to be expected as it was a balloon, and a giant one to be exact. To make matters worse all it all it had to do was take in a deep breath and it sucked up the air back into its body ready for more.

"Nicely done, Big-Blowout." said Rep-Stallion, "Now seize them!"

The monster began to stomp its way towards the gang, shaking the ground with every step for a monster full of air, to make matters worse, the monster didn't only just blow air out. It drew in another huge long breath and began to suck in the air harder and faster than it did before.

"Hey…!" cried Lightning as he felt himself being lifted off of the ground by the strong winds. He quickly grabbed the tree and held it tight. Krysta and Brain felt the wind two Krysta held onto Lightning's mane, which hurt him because of the pulling force, and Brain held Lightning's tail.

"AAAAH…! OOOWWW…! Krysta… Brain…!"

"Oh my goodness…!" cried Brain.

"I can't hold on!" added Krysta

Poor Lightning was a little preoccupied by the pull of the air and the agonizing pane from Brain pulling on his tail and Krysta holding his mane. The pull of the wind only got stronger as the monster treaded closer!

"They can't hold against the pull forever." grumbled Rep-Stallion, but his patience were wearing thin and he raised his scythe, "This ought to loosen their grip- **_SCYTHE SLASH WAVE…!"_**

With a wave of his scythe he fired small blasts of waving-energy at the tree, hoping to hit Lightning so he'd let go. "AAH…! WHOA…!" but his grip still held! He just couldn't let go! Who knew what would happen if he and his friends were sucked into that beast!

"I'm losing my grip!" cried Krysta.

"Just hang on…!" shouted Lightning.

"I hate to admit this… but I believe I am slipping." cried Brain.

Rep-Stallion fired another blast, and the force nearly hit Lightning and created small sparks. "AA-AAH…!" he managed to hang on, but the others finally lost their grip and screamed as they were pulled in! "BRAIN…! KRYSTA…!"

"LIGHTNING…!" Krysta screamed as she and Brain disappeared into the monster mouth, causing the wind pull to stop, and the monster took a big gulp and swallowed hard. Lightning felt this heart ripping in half. "He… He ate them!" he cried as tears of anger and sadness form in his eyes.

"Well…" Rep-Stallion said as he scratched his head "Not quite was I was aiming for, but it will do just as nicely." He also loved the very sight of Lightning on the verge of tears. "Relax…!" he assured him "Your friends are perfectly safe, for the moment; inside the interior balloon of Big Blowout, but how long they remain safe is entirely up to you. Heh, heh, ah, ah, ah, ah…!"

Lightning could only gaze at the giant balloon wishing he could tell if his friends really were in there and if they were safe.

…

It was dark and pretty windy inside the huge balloon, but Krysta's glowing body made it brighter, and Brain has special miniature lights in his glasses on. "You okay, Brain…?" Krysta asked. "I am just fine, Krysta." Brain said, "But I fear we are in deep trouble. We try and escape from here. Who knows what is happening to Lightning out there?"

That's when they felt the monster sucking in more air which shook them all about inside.

…

Lightning was still hanging onto the tree, not willing to surrender. His friends were count on him, but he didn't what to do for them.

"Just give it up…!" snarled Rep-Stallion "You have no choice. Your friends' lives are at stake!"

Lightning growled and groaned in attempt to hang on tight.

…

Inside, Brain and Krysta were blown around hard and were lying flat against the walls so they wouldn't jerk around so much. "There's too much air…!" cried Krysta "This balloon is really driving me crazy!"

But her words made Brain realize, "Air… Balloon…! By word, that's it!"

He explained to Krysta that there only one hope of them getting out and that was to pop a hole in the balloon from the inside where they were. "But how…?" asked Krysta "You said it was impossible to penetrate the fabric."

"No! I said… there is little chance. Meaning that there is a possibility." replied Brain and he reached behind him, "Luckily… I always keep my trusty miniature-drill for such emergencies." and he started drilling.

…

Lightning didn't know how much longer he could last like this, or how much longer his friends would be safe, if they even were safe. "I'll never give into you, Rep-Stallion! NEVER…!"

Rep-Stallion growled and began to fire more blasts at him trying to force him to let go. Some of the blasts even hit him and they hurt! "ARGH…! AH…! DON'T LET GO!" he kept shouting.

Rep-Stallion couldn't believe the determination Lightning was exhibiting, but he was growing angry. "I'll get you yet!" he thundered as he fired more shots.

"ARGH… G'UGH…!"

…

Krysta could swear she could hear Lightning suffering from outside. "Time's running out, Brain…! Hurry!" she screamed.

"All right…!" Brain called "I think I'm… nearly… through, but this… fabric is stronger than I thought!"

…

This was it! The monster was still sucking in air, and Rep-Stallion had lost all patience. "Be prepared!" he thundered as he readied himself for one final, really big shot… when suddenly the monster began to vibrate violently. "Hey! Hey! What's going on… ? HEY…!"

POW! A huge hole popped right through the monster's body for sucking in so much air, and Brain's drill finally breaking through. The monster took over blowing around as the air escape knocking Rep-Stallion off and down to the ground hard. Krysta and Brain were set free, but they didn't exactly have a smooth landing.

"Ouch…!"

"Oh…! I say!"

Lightning fell flat on the ground, bruised and hurt from being hit so much, he looked in bad shape, and so did the monster. It looked like a squeezed out tube of toothpaste, and couldn't even stand. "My monster!" growled Rep-Stallion! "This can't be happening…!"

A golden glow of light forced him to turn round. "Huh…?"

Lightning, despite his injuries managed to stand up and was summoning his great power…

_"I summon forth a mystic power  
__To aid me in this darkest hour  
__Casting no upon my foe  
__I now unleash… this magical glow…!"_

Lightning took great aim, and as Rep-Stallion began to run away Lightning unleashed the **_"…UNIFORCE!"_** His blast soared in Rep's direction and just barely missed him, knocking him out! "UGH-AAH…!" and continued forward striking the monster, destroying it in an explosion of air instead of flames.

"NO...!" shouted Rep "No! What went wrong?" he then angrily turned to face Lightning, who by now was very weak and sore. "No running this time…!" he growled as he gripped his scythe and charged forward, "I'm going to get you ONCE AND FOR ALL…!"

"LIGHTNING…!" screamed Krysta. "GET OUT OF THERE…!" but Lightning could barely move after all he had been through and using the uniforce too. Rep-Stallion continued to run forward ready to strike, when he was suddenly halted by the sudden appearance of a force-field. "AAAHH…!"

Everyone was confused, until the roaring sound of Titan's angry voice was heard. _"REP… STALLION…! I think you've done quite enough! You are coming back here immediately!"_

In a blazed glow of light followed by a scream, Rep-Stallion vanished.

"He's gone!" cried Krysta.

"Never mind that…" said Brain, "We must help Lightning."

…

Mysterious and Dementia were forced to watch Titan as he showed Rep-Stallion very little mercy by continuously shocking him with his stronger powers. He was raging with furry not only by Rep-Stallion's insubordination, but that he almost destroyed Lightning Daw, the key element to his success and he needed to be alive.

"I warn you, Rep-Stallion!" fumed Titan "If you ever… ever… EVER run off to spring a plan without my clarifications again, I will not be as mercy on you as I am being now! DO YOU UNDERSTAND…?"

Through all the pain and shocking Rep-Stallion acknowledged his master's warning.

…

Doctor Penny was summoned and she helped treat Lightning's injuries. "There! All better…?" she asked.

"Apart from being incredibly exhausted. I'll be fine." Lightning said.

Krysta and Brain were very relieved, but Lightning felt just awful. "I'm sorry I destroyed your balloon, Brain."

Brain shook his head "My dear fellow… The important thing is that everyone is safe, and that's all that matters to me." He was most sympathetic.

Right now it was strongly suggested that Lightning rest, he had taken quite a beating, despite being just healed.

"Oh, Lightning…" Krysta sighed softly as her friend slept "I don't know what we'd do without you."

...

When Lightning got home the next morning, after a good rest, he wrote out his overdue report…

_"While Titan's monsters come in many shapes and sizes, and each with their own horrifying set of abilities, it is no secret that the courage and determination of me and my friends will overpower their evil any day. Still, that could be just a gamble on probability._

_Courage and determination are also used in everyday lives, but it should be well known that one should never risk just gambling on them alone, but knowing that we are fortunate enough to possess these forces and that we can learn to control… it is these things alone that make us mightier than we think."_

_…_

After he sent his report off to Grand Ruler's palace, he and Krysta went off for another beautiful day in Unicornicopia.


	11. A Night to remember: Part 1

**EPISODE TEN  
****(Part One)**

Titans red eyes were glowing madly. "The time has come…" he hissed "The day has arrived… by the stroke of midnight will be the beginning of my escape, and the end of those wretched unicorns!"

For one-thousand years he had been confined to this wretched prison of desolation and boredom, and now finally he had all that he needed. He was going to escape, and it couldn't have been planned at a better time considering what was happening in Unicornicopia now.

Titan's wicked laughter echoed in the darkness all around…

…

Everyone was very busy in Unicornicopia, for today was a very special, very important day. The Grand Ruler was coming to visit after making his annual inspection on the entire kingdom to see things were running right, damages caused by battles were repaired, and to see if all the peaceful unicorns were fine and well as well as the Star Fleet fighters. He also made sure to always visit Rainbow City and stay for at least one night at the local five-star resort, the Rainbow Ride Hotel.

The entire city was bustling about to prepare for his majesty's arrival. Lightning was head coordinator and assigned everyone their tasks.

Cookie Dough was busy preparing the biggest feast, enough to feed the entire kingdom, but he still found time to prepare small lunches for everyone during their breaks. "This is going to be the greatest feast I've ever made." He kept saying to himself.

Artie, Buddy Rose, and Rhymey were in charge helping to decorate the town. Streamers and balloons… Buddy Rose even aligned them with some of his finest white and red roses. "Beautiful…" he remarked.

"It may be beautiful, that is true,  
But we all still have much to do." said Rhymey.

"He's right…" said Artie "Let's get moving."

Lightning assigned Krysta and Starla with the best task, entertainment for the big party that night, and the girls wasted no time in hiring Abra Kadabra to be one of the main performers. "This will be my greatest performance." Abra said with pride.

The girls were also tasked with helping to decorate the hotel lobby for the party. Lightning really loved how everything was going. "As Brain would probably say…" then he imitated Brain's voice. "Satisfactory…! Most Satisfactory…!"

"This is going to be such an amazing party." Krysta giggled with excitement

Starla fluttered over to the large record-player, "And what's a party without a little music." She started a record and played a disco theme song. Everyone got into the beat and worked to the music, even Lightning. He really hoped his teacher would love the festivities they were all making for him.

Dyno and Myte were tasked with another one of the best jobs- the fireworks display. _"Bueno_…!" cried Dyno "This is going to be so wonderful, _Si."_ added Myte. Being explosive experts, they knew how to make the most amazing fireworks that would ever be seen. They even ran a few demonstrations with just their smallest works. Everyone cheered for joy, and couldn't wait for the big show later at night.

There was, however, only one individual who did not seem very keen on all this, and that was Inquerius. She entered the hotel to see how things were progressing "What is all this…?" she shouted, but no one seemed to hear her over the loud disco music and being so preoccupied with their work. Inquerius stopped the record-player, causing everyone to eye her. "Did you not hear me? What is all of this…? Are you not aware that the Grand Ruler is coming?"

Everyone looked confused, and Lightning approached her. "Of course we know. That's why we're preparing this celebration party in honor of his visit."

Inquerius had the look of a strict school teacher on her face at that remark. "Surely you don't expect that all this is what his majesty will enjoy?" she asked "Have you put no thought into your planning?"

Lightning was more confused than ever as he gazed back at all the things he and his friends had done. "What's wrong with it?"

Through her complicated way of speaking through questions, Inquerius explained that the Grand Ruler was a very proud and respected creature, the legendary Tri-Horned Alicorn, the ruler and founder of all of Unicornicopia, and the lead commander of Star Fleet- the very same one who saved everyone from Titan's evil wrath centuries ago… and Lightning's guardian, and mentor.

Such a well-respected royal creature such as him would never approve of such _frivolous trivialities!_

Through her questions, she implied that there should not be any loud dancing music, the place should have been decorated with fancy things like chandeliers and statues, and in entertainment-wise, they should amuse themselves with serious conversation instead of childish games and clownish shows and magic tricks.

Abra felt hurt to be called childish, but Lightning completely disagreed with Inquerius, so did everyone else, but seeing as she was very insistent, not to mention a wise unicorns who really knew her stuff at times, were prepared for such an emergency and managed to quickly redo everything so it was as posh and classic as Inquerius, everyone one else was also groomed and forced to wear fancy dress outfits instead of their normal armor and everyday outfits. Krysta was even told to do her long hair up high in a bun. "I feel ridiculous!" she grumbled.

"But do you look appropriate for the festivities?" asked Inquerius. Krysta didn't bother to answer.

Before evening fell, the red carpet was rolled out, and everyone was gathered outside to await the arrival. Soon the sky was glistening with a mystical light as a golden path seemed to reach down from above arching all the way towards the end of the carpet. The royal guards came soaring along the path way and landing on the edging like a fence path. Then, from far down the path, something like a shooting star came zooming down the way, and in a glowing magical flash… there he was…!

Everyone stared in awe, and some of the fillies could hardly contain themselves. "He's so handsome." Some of them whispered to one another. Those great gold Pegasus wings flapping gently as he descended, his royal red cape fluttering in the breeze, his very short, dark mane, and his long dark tail, sparkling like stars, and his horns… his three golden horns shimmering in the light.

Some of the girl unicorns were practically falling in love, nevertheless, everyone bowed graciously. He bowed back in greeting. "Hail Unicornicopia, and hail to you my subjects." he said and everyone cheered for joy.

"I cannot begin to describe how honored I am to be here tonight." Grand Ruler said. Then he saw a familiar face, "Ahh… Lightning…" His apprentice stepped forward and bowed again, "Your majesty! I'm so glad you're here too. We all are!"

"Ahem…!" muttered Inquerius, as she tapped her hoof and gave Lightning a look telling him to act right. As annoyed as Lightning was, he straightened out and asked his master, in a gentlemanly way "Shall I take your belongings to your suite on the top floor?"

"Thank you, but that won't be necessary." said Grand Ruler. He then turned to face the guards holding his only two suitcases. He closed his eyes, and his three golden horns began to glow as the suitcases began to float up, up, up, into the air all the way up the hotel to the terrace of the top floor where his room was. Everyone applauded in astonishment, and Grand Ruler took a bow. "Thank you! Just my minor magic" he said, and then after ordering his guards to stand watch, "Now then, shall we go inside…?"

The unicorns lead him through into the main lobby. Inquerius Lightning and Krysta were still outside. "Are you happy now, Inquerius?" Lightning asked annoyingly. Inquerius simply smiled, "Is it not apparent that I am? Perhaps his majesty is already complimenting on such a wonderful and righteous display we have set for him?" That's when the booming sound of that disco music was heard. "Gee… that doesn't sound like it to me." said Krysta. Inquerius looked very angry, "I thought I had said… no… loud… music?" As they all stomped in, Inquerius was about to apologize to the Grand Ruler, only imagining her surprise, but Lightning and Krysta's amusement…

Grand Ruler was actually dancing to the music with several of the others, and seemingly enjoying it. "Well, what do you know?" chuckled Lightning. "I think he's really… _really _enjoying himself." added Krysta.

Inquerius felt so confused, "Am I seeing…? What is…?" then in a blinding rage she stopped the music again shouting "WILL YOU ALL STOP WITH THIS NONSENSE?"

Everyone, even Grand Ruler seemed annoyed. "Really, Inquerius…" he said as he walked over to her "Is this any way to behave when there is a guest here?" he restarted the music. "Relax. Join the party. Have some fun."

"But… But I…?" Inquerius was at a loss for words, but Lightning and Krysta smiled. Lightning removed his bow tie, and Krysta let her hair loose. "You heard him, Inquerius. Let's go." Lightning said as he and Krysta joined in the dancing, but Inquerius stood where she was staring in disbelief.

More dancing followed, and then it was time for Abra's magic show. He was really magnificent with all his tricks, and when he asked for a volunteer to help him with another trick, the Grand Ruler offered to be just that… which awed the crowed. Abra put the Grand Ruler in a box, and supposedly slashed him with swords that he stuck into the box, only to find the box was empty, and when Abra resealed the box and opened it again, Grand Ruler was just fine, and he didn't even use his own magic to escape the box himself. "Abra… you are amazing." Grand Ruler said.

Inquerius felt disgusted and apologized to the Grand Ruler "Will you forgive us for the appalling act that Abra just forced you to do?"

Abra felt annoyed. "Begging your pardon…! I did not force his majesty to do anything."

Grand Ruler confirmed it, "Nobody forced me. _I wanted _to do that, and it was fun."

Inquerius was speechless! She never knew the Grand Ruler to be like this before and always had assumed he was all about posh and seriousness.

Soon it got dark, and the stars were all shining in the skies, but the party was still going on, and dinner was almost ready to be served. Grand Ruler was out for a breath of fresh air on one of the terraces overlooking a large portion of the city. He sighed almost proudly as he gazed at all the city lights in the town and thought of his kingdom beyond.

Lightning peeked from behind the entrance way, believing his master hadn't seen him…

"Lightning, I know you're there." chuckled Grand Ruler "Come, and keep me company."

Lightning walked to over to his teacher's side. "I came up to tell you that dinner's about to be served." he said.

Grand Ruler chuckled again "You never seem to lose your appetite, do you?"

Lightning giggled softly, and then asked his master "What were you thinking about just now?"

"Oh, about how things have changed over the centuries…" Grand Ruler explained. "Unicornicopia has come a long way since I first cultivated it, but I remember it like it was yesterday-Rainbow City wasn't here, our technologies weren't quite as advanced, and neither were our powers. It was also much quieter and peaceful before evil forces began to attack us."

Lightning had only studied about Unicornicopia's younger days, and was never able to imagine living in the age when things were different. "Do you ever miss those days…?" he asked.

"A little…" his mentor replied "But then again, I am pleased to see how well our evolution has come. No, Lightning. What I miss most is leisureliness, relaxation… fun- Centuries ago before I became the Grand Ruler I always had such wonderful times with my future subjects. I would teach them all things, we'd all play games, and we'd do other activities like swim, go for a flight, go on picnics, but my most favorite was dancing."

Lightning understood that. His master was a most excellent dancer and choreographer. Dancing was even a small bit of Lightning's training, the dance steps he learned helped him to be swifter on his feet and work on his footing for times in battle.

Grand Ruler sighed at how much he missed those days, for now it seemed he hardly ever had any time to have fun. Being the ruler of an entire empire and the commander in chief of an ever-expanding army of fighters- he had so many responsibilities and things to look after, as well as his maintaining the balance of the ecosystem, controlling the day and night, holding Titan's seal, and generating the force-field's round all the shelter whenever an attack happened…

All this put a great strain on not only his time, but his powers and strength as well. This was why he couldn't fight in many battles the way he used to, but still kept to his training for such a time whenever he could fight.

"Besides, if I did all the fighting for everyone, how would they evolve?" he said "How would they learn to stand up to their fears or, help protect their world? Even I can't fight all the battles myself, Lightning."

Lightning understood this all too well, and realized he had learned something new. "Even the best of us need help form others sometimes." he said.

His teacher smiled and commended him for it, and that when the dinner bell sounded telling everyone to return to the lobby.

"Shall we?" Grand Ruler asked.

Lightning nodded.

As they walked off casually, they couldn't help but overhear the music that was begin played, and Grand Ruler his the magic of his three horns to change the music to the sound of a jump bass tune, and then he and Lightning danced the way down the stairs, and into the lobby where everyone could see them.

They all gazed in awe at their dance moves- the way they flipped, spun, and moved about like professional choreographers.

Inquiries was actually astonished that Grand Ruler was very skilled, but Starla was more amazed by Lightning's dancing "Wow…" she simply said silently "Who knew he could move like that?"

By the end of the music Grand Ruler and Lightning took two giant leaps high across and over to the table and landed softly in their respected seats. Everyone applauded and cheered as they all gathered round the long tables for dinner, all across the room.

…

Outside, Titan's minions stayed hidden in the shadows so not to be caught by the guards or by the searchlights…

From the smell of things, dinner had been served. "Can't we go now?" groaned Rep-Stallion. "I just have to get at that food."

"Stay here…!" snapped Dementia.

"Our orders were to wait for Lord Titan's signal." added Mysterious. "We wait until the fireworks go off, and then… the real party begins."

…

Cookie Dough's feast was spectacular. The food was so wonderful; nobody could stop eating, even if they already consumed their fill. "Ahh…! A most excellent feast..." Grand Ruler sighed heavenly "My most humble compliments to you, Cookie Dough."

Cookie Dough felt a little shy. "Your majesty is too kind."

Grand Ruler meant what he said, he was proud of everyone for their own special talents, especially Lightning for helping to keep their world a safer place from Titan and his henchmen, "But on top of everything else, I am more than satisfied of being able to see all of you. I can't remember the last time I had so much fun."

Being a leader was never easy, and Grand Ruler was always kept quite busy all day long and for many parts of the night too. Inquerius finally began to understand. "Perhaps I was wrong to judge…?" she asked "Will you all forgive me now for my previous behaviors today…?"

Everyone accepted her apology, but they really wished there was something they could do for Grand Ruler. "Oh, that's quite all right." He said "I don't want any of you feeling sorry for me."

Starla begged his majesty's pardon. "But you do so much for us all…" she said "You raise the sun and the moon…"

"You help keep the weather nice and balances of nature." added Buddy Rose.

"You're the commander of all of Star Fleet,

And trained us all so we can't be beat." said Rhymey.

On and on everyone went describing how Grand Ruler was so important to them all. He even was the one who created the magic hand gloves everyone in Star Fleet wore when they stood upright to serve as possible hands, and helped them fight better.

On and on it went, until Lightning and Krysta stopped them all, for they remembered a lesson Grand Ruler had taught them during the years they lived with him in the palace… and although he was the most powerful, and wisest of the entire race "He told me once that he's just like us in many ways." Lightning said.

Many of the others didn't understand, but Lightning gazed at his master, and Grand Ruler nodded at him and thought maybe it would be best to teach them all the song he had taught to Lightning.

Soon, everyone, even Grand Ruler sang about how much the same they all were in many ways, despite several differences. Grand Ruler got up and demonstrated his excellent dancing skills, with Lightning by his side, and many other joined them too- some who didn't even know they could dance.

**_(Simpsons: "I'm checkin' in" style but with my altered lyrics)_**

**_(Lightning)_**

_He brings night and day and make sure they go right_

**_(Krysta)_**

_He has three gold horns and they shine oh so bright_

**_(Buddy Rose and Artie)_**

_But he's mastered such magic that we've yet to learn_

**_(Rhymey)_**

_And he can do other things, and owns things we all yearn._

**_(Dyno)_**

_So how can you say you he's just like us…?_

**_(Myte)_**

_When we are all subjects, and he's strong and FA-MOUS…!_

_…_

The Grand Ruler just smiled and leapt out of his seat, began to sing and dance and everyone else sang with him.

…

**_(Grand Ruler)_**

_I'm just like you!_

**_(We're just like you…?)_**

_I'm just like you!_

**_(Just like- Just like you…?)_**

_True, I may be big and tall_

_But you've no need to feel small_

_In the ending after all_

_I'm just like you_

_I can dance, play games and kick._

_I can have fun too, it's no trick._

**_(Sees them dancing and catches one of them)_**

_I see you got it. Pretty slick…_

_I'm just like you. **(We're just like you)**_

_We all have wings and we can fly_

_Seeing sights from in the sky…_

_You can do it, and so can I_

_I'm just like. **(We're just like you…!)**_

…

As the song and dancing continued, Dyno and Myte added some extra excitement by starting their fireworks show. The pretty colors and lights of the flares really made this the best party anyone had ever been too…

However… the fireworks also alerted Titan's minions. "There's signal." hissed Mysterious, "Let's go…!" and they slunk off while everyone inside was too distracted by the song to really notice…

By the songs end, everyone was doing tricks, dancing, singing, confetti and balloons- everything looked just like a great big show performance, and Grand Ruler was in the center up front with Lightning and Krysta, and the other Star Fleet members and their friends…

…

_I'm just like you._

**_(We're just like you)_**

_I'm just like you._

**_(We're just like you)_**

**_(Lightning)_**

_I've no magic, this is true_

_In many ways I'm not like you._

**_(Krysta)_**

_And I'm not a unicorn too_

_But there are things we both can do_

**_(Grand Ruler)_**

_Now you see it clear and through_

_We're all different in a way or two_

_But in another point of view,_

**_(ALL)_**

_It's all true…!_

_I'm/we're just… like… YOU…!_

_…_

Right then, at the end of the song, all the lights, and even the fires in the many fireplaces went out; making the room pitch black. Many of the unicorns panicked, and struggled to get the torches lit again…

That's when Titan's minions shattered the glass window-walls and burst in to crash the party. They tipped over the tables, wrecked the displays, and even used some of the candles and torches to set things on fire. The worst part was a terrible storm breaking out and lightning striking all across skies as strong winds picked up.

Then all went silent as _he_ appeared in the center of the lobby and his minions joined him by his side.

"Titan…!" growled Lightning. He has finally arrived, and everyone could tell that this Titan was no puppet. This was the real thing! The original…! The single most dreaded villain the entire unicorn race, and possible the entire dimensional universe had ever known…!

Titan was snickering deeply as he gazed all around him and sneered… "Let the party commence."

**_To Be Continued_****_…_**


	12. A Night to remember: Part 2

**EPISODE ELEVEN  
****(Part Two)**

The civilian unicorns were all frozen up with fear and trembling madly at the sight of Titan. As he moved past them all they began to back away into the corners. Titan gazed all around him and admired the view. "My, my… things sure have a changed bit. I guess if you invest your money well for a millennium, you can buy something pretty nice."

Grand Ruler growled softly and stood upright slowly. "You haven't changed, Titan." He said "You're still terrorizing creatures weaker than yourself."

Titan chuckled "So what if I am…?" he then sneered "Who wouldn't be, if they had experienced exactly what I had?"

"I fail to understand you Titan." said Grand Ruler "What is it that motivates you to cause all this chaos and destruction?"

Titan laughed wickedly. "Simple, really…!" he said "What else is there? What other way of life would serve me?"

The other unicorns were confused now. "I don't understand." said Lightning. "No! I didn't think _you_, of all creatures, would. You unicorns believe in pure goodness and that friendship can teamwork can help you overcome all your problems, yet you don't realize the true horrors behind all that!" and with a swift move, he lifted away his hood revealing his face to everyone. Many of the unicorns screamed and others gasped at such a horrible sight…

Titan's face… it was all mangled, and lots of his flesh was missing revealing the skeleton underneath. Even Grand Ruler was horrified at such a sight. Titan slowly replaced his hood "Yes! You see what I am…? See why I hide in this wretched hood of mine? And I blame friendship and goodness for bringing it on me."

Titan then clapped his hands together, creating a wave of shadows, and suddenly, everyone was seeing images of someone's past life in another dimensional world that nobody recognized, but Titan described it as the dimensional planet of Edenite.

It was home to a race of humanoid creatures like Titan, but they were all enchantresses, good wizards, knights, and many other fine people. There was also one young man who seemed to be practicing magical arts to bring goodness and healing to everyone who came to him and asked for it…

His name was Titanius, and he was very skilled in mixing potions and mastering spells which he intended to use to help others in times of desperation. From all over Edenite people sought his help and assistance. Healing injuries, granting wishes and many other spells…

Titanius was well known for his good deeds, and had many countless friends and allies, and he also had her, a beautiful enchantress named _Sari- _the most beautiful creature on all of Ednite. Many had struggled to win her heart, but in the end, her love was only for Titanius for all the marvelous things that he and his magic had done for the good people of the planet, and they would had been so happy together, except… one day Sari had come to ask Titanius to help her poor mother, who was suffering from a rare and deathly illness.

Titanius tried his very best, but he had never encountered such an illness before, and with no knowledge of illness, and no preparation time, he was unable to help Sari's mother, and she died. Titanius felt terrible, for this was the first, and only time he had failed to save a life.

Sari and her father were heartbroken. Titanius tried to offer his condolences, but the two of them harshly rejected Titanius and merely cats him out, blaming and scolding him mercilessly for his failure.

Sari had changed dramatically that day, and despised Titanius, and never wanted anything to do with him again. No matter how many times he tried to explain that the fault was not his and he tried his best, but she wouldn't hear of it. In one last desperate attempt to make her understand, Titanius held her against her will, and in desperation to get free, Sari grabbed a flask she thought contained water, but actually contained a magical acid, and threw it hard to his face shattering the glass and sploshing the burning acid all over him.

Tinanius' scream seemed to echo for miles as the burning and searing pain spread all over him and his flesh boiled and melted away _"…MY FACE!"_

Titanius was a hideous wreck. He tried everything that he had, but could not seem to counteract the acids that hit him and restore what he had lost. Everywhere he went people were frightened or disgusted by his appearance. Even his old friends ran at the very sight of him and children would run and cry saying "What is that thing?"

Poor Titanius was shunned and cast aside like trash, and by the very people who he was once close with. He began to have doubts about friendship, but he decided to press on forward in search of a cure or anyone who could help him, but everywhere he went he was given the same treatment… harshness, cruelty, and not given the chance when he himself meant no harm to anyone.

Finally, Titanus could no longer take it. He had grown to realize that friendship was useless. It no longer had meaning to him, and so, he decided the only thing to do about it, was to destroy it all.

Titanius eventually found his way to the dark side, and learned to gain control of powers and dark magic beyond imagination, thus… Titanius had changed into the demonic hooded sorcerer that was… Titan!

Titans first order of business took him back to his home world, Edenite, where he exactly revenge in an onslaught of such devastation- killing all his people including his former love, Sari. For no longer had he any feeling of joy or purity in his heart, especially for the way she had treated him…

All those years he had been kind to her, and she turned around and showed him hatred and disrespect and damaged his face behind his hood. Before, the entire planet had been all but changed, from a prosperous land, to a world of shadows and desolation- The Dimension of Darkness.

Still, this was not enough for Titan. Knowing that on other worlds, friendship and purity still existed, and reminded him constantly of what he once had, and what had led him to such pain and suffering, he decided never to rest until the entire dimensional universe was under his control. Then everyone would see how much of a farce friendship and kindness truly were…

He eventually turned to attack Unicornicopia, and that was where he met Grand Ruler and Star Fleet. Star Fleet tried with all their might but were not able to overcome Titan's evil powers.

_"Fools…! I have more power in one finger than you have in your entire bodies!"_

Many were gravely injured that day, and others were destroyed. Even Grand Ruler himself seemed hardly much a challenge against Titan… until it came! The greatest and most magical power Titan had ever witnessed. The power of the uniforce! He had never seen or felt anything like it before, and was not able to defend against it…

As a result, Titan was weakened severely, and his powers were all vanquished. Grand Ruler then proceeded to seal Titan away.

_"You shall be kept in a prison of your own darkness until such a time when you are ready to redeem yourself of this vendetta you have against friendship."_

Then, Titan was banished to the Dimension of Darkness, and a powerful barrier shrouding the entire world so that Titan would remain confined to it.

…

The unicorns were amazed and shocked by such a tale. Some felt a little sorry for Titan, but not really for all his actions and inexcusable ways.

Titan clenched his fists as he glared at Grand Ruler. "All those centuries I spent rotting in darkness, only one thing kept me going, and that was the day I would escape and take my revenge against you and your entire legion of followers."

Grand Ruler very much was able to sum up the rest, of how Titan managed to harness energy emitted from emotions and battle, and sending his minions, which he had created form corpses and soils from the Dimension of Darkness to do his bidding.

"I did what I had to, Titan." Grand Ruler said "Though I can understand what led you on to become what I see now before me… that doesn't change the fact that your actions are exceedingly vile, and insane. If you truly believe that evil and hatred are the only ways of salvation, then what I truly feel… is sorry for you."

Titan's eyes went redder than ever inside his hood. "I believe we have spoken far enough." He growled. He clenched his fists tight as his body began to glow with dark energy. Lightning and his friends felt chills run down their backs, and suddenly, Titan unleashed a wave of power. Grand Ruler leapt out of the way as the blast missed him and slammed into the wall behind him, blowing it up hard. The civilian unicorns all went wild with fear.

"EVERYONE OUT…!" Lightning shouted, and the unicorns began to exit in such a rush and headed for the nearest shelter where the royal guards and barriers would protect them, Titan warned his minions not to bother with them. "This time… it is personal."

Before long, nearly every one of the civilian unicorns had left the building, but Lightning… "I'm staying!" he said.

"Me too." added Krysta.

Their friends all nodded and stood ready for action as Titan's minions glared at them wickedly as they stood by their master, while the small unicorns stood by Grand Ruler. "Lightning…" Grand Ruler said "This will be a very dangerous battle, are you certain you and your friends wish to fight?" His student nodded, and so did all his friends "You always taught me never to give up." he said "And not giving up is what Star Fleet is all about."

His mentor smiled and nodded, and then everyone turned to face the evil ones. Lightning and friends were going to handle off the minions while Titan and Grand Ruler took off, passing magically through the glass rooftop without shattering it, and now stood to face one another in the dark, storming skies.

Titan laughed and said "I've waited for this for a long, long time!"

Grand Ruler said nothing, and just levitated there with his cape blowing in the winds and clenching his gloves into fists.

While down below, Lightning and friends stood in the lobby, and transformed into battle-mode _"STAR FLEET… MAGIC…!"_

"Let's go…!" Lightning said, and they all dashed into action. Buddy Rose and Arite went after Dementia. Rhymey battled Rep-Stallion with Dyno and Myte, leaving Lightning, Krysta and Starla to face Mysterious.

Lightning grabbed a lit torch to serve as a weapon against the evil shadow. "You think I'm afraid of that?" Mysterious growled "You must be as brave as you are foolish." He charged forward, and the others scattered, and then lunged for him with all they had, while Mysterious managed to fight back, three on one and he made it look even.

Rhymey with his sword and Rep Stallion with his scythe battled more fiercely than when they first met back at the mountain shrine. They had both been training hard for this fight. Their weapons clanged and clinked as they fought with such fury.

Dyno and Myte didn't dare use any explosive attacks inside the building, but they were able to use their special attack which they could only do together. They stood back to back, waited until Rhymey had Rep in the perfect spot, and then counted down… from three to one in Spanish, then **_"BOOM-BOOM BASH!" _**they seem to launch themselves, like being fired form a cannon, straight at Rep crashing into him hard and sending him crash into a pile of knocked over tables. The brothers slapped a high-five with their gloves, but Rep Stallion quickly got back up. "Is that the best you got…?" he thundered.

Dementia evaded all the attacks from the others perfectly, and she didn't even spoil her makeup- the result of so much time for preparing for this fierce battle, and as her field warping abilities were just as strong as ever, she negated all the direct attacks waged against her that she couldn't evade.

"She's too fast for us." growled Buddy-Rose "Every time we get a shot she outmaneuvers us."

"We have to keep on trying!" said Artie, "There has to be a way to get to her.

"Fat chance, boys…" Dementia teased as she fluttered her eyelids. This only annoyed the boys further and they continued to attack at her.

While high above the town, Titan and the Grand Ruler had already begun to fight; always rushing towards one another, attacking with magic or physical force. Titan was amazed at how Grand Ruler was faring against him; it was much different than the last time they had met. "You see, Titan…" he said "I too have been training for in case you should ever return. You're not the only one who has gotten stronger."

Titan snickered and then punched him hard in his armor sending him tumbling backwards in midair, and then blasting him with several magic-projectiles, he didn't even have to shout out his attacks. Titan laughed and mocked, "It seems you're not as strong as you claim to have become." but he soon ate those words as Grand Ruler emerged from the smoke like a speeding comet and collided right into Titan's chest, head first. Titan roared in pain as he flew backwards and then suffered more as Grand Ruler blasted him back with his own magic. "I have also grown wiser, Titan." He sneered "It's a shame you haven't either."

Titan growled and then launched a wave of magic, which Grand Ruler evaded and then flew straight at Titan colliding in fist-lock. "You won't win!" Titan sneered. "We shall see…!" protested Grand Ruler, and the two of them both blasted each other at the same time, still in fist-lock, causing them both to fly backwards, but they both seemed ready for more.

"Look at you…!" sneered Titan "You're fighting to protect what exactly, a race of creatures, half of which who are equally as spiteful as me."

Grand Ruler knew Titan had some point. Star Fleet did often fight and imprison creatures of doing bad things, and those really dangerous and too much to contain, they up and destroyed them like that. "Star Fleet may fight a lot, but it's why we fight." he protested "We fight to defend ourselves, and to protect innocent creatures from evil such as yourself. Unlike you, Titan…! You're always fueled by anger, and hatred, and you seek nothing but to gain power and cause chaos and misery to every place and every creature imaginable, and I made a promise that I would never allow such deeds to exist or go unpunished."

Titan's eyes glowed brightly. "ENOUGH…!" and he charged up and fired a large wave of dark energy The Grand Ruler got hit in his left hind leg. "ARGH…!" he yelped as he held his burned leg.

"You will soon learned!" sneered Titan "You yourself are no different than me, no matter how or what you think it to be! You're just like all the rest. Violent monsters just as the one you capture or destroy!"

Grand Ruler angrily looked up and fired a magical blast at Titan, hitting him good! "B'LARGH…!"

While their battled continued, down below, things were getting really serious between the Star Fleet fighters, and the minions. They had been brawling for a long time, and were starting to run low on power, all of them, and yet neither side was willing to give up.

"Why do you continue?" growled Mysterious "Just give up while we still have some patience left, and your demise shall be less painful!"

"Never!" shouted Lightning "Maybe you should be the ones to give up!"

"We won't let you, or your master, continue to treat innocent creatures like this." growled Krysta. The others all stomped their hooves in agreement.

The minions and Star Fleet glared each other down angrily like chess pieces ready for battle, but then, a bright flare of light shone form above. Everyone looked up and could see both Titan and The Grand Ruler were shrouded in bright and dark lights. They were both getting ready to hit each other with everything they had.

"It's quite obvious to me now that there is no reasoning with you, Titan. Therefore, I am left with no choice." Grand Ruler said with his three golden horns now shining almost as brightly as the sun. "I just hope that this shows you- evil is not the one true force."

Titan only chuckled madly as he powered up and prepared for the big shot. "You won't get me as easily this time. I am ready for you!"

The two sides charged up as much as they could, and Grand Ruler recited his own magic chant…

_"Cosmic forces, as evil does grow  
__I summon the magic to cast down my foe  
__Silencing the darkness, and its reign  
__Letting peace and goodness replace the pain  
__To banish the evil and make things right  
__I summon forth… THIS MYSTICAL LIGHT..!"_

Titan roared loudly as he fired the biggest stream of dark energy he could even fire, as Grand Ruler unleashed the **_"…UNIFORCE!"_** His was much brighter and stronger than anything Lightning had ever fired before, which was expected as his mentor had three golden horns, and his magic was much stronger and more advanced.

WHAMM! The two forces collided in the precise middle away from the two fighters. Everyone watched from below and all were amazed and frightened to see so much magic being used all at once, but Titan was surprisingly making good on his promise, and was actually holding the uniforce back with his own power. "Impossible…!" cried Lightning, but the minions watched with glee and stated it was quite possible. "Every power has weakness." hissed Mysterious "And now your mentor's mistake in underestimating Titan's might will be his undoing!"

Resisting the urge to argue, Lightning looked back up…!

"It's been fun, Grand Ruler, but now your time has run out." shouted Titan. "FULL POWER…!" and he began to charge more power into his magic, and very slowly began to force Grand Ruler's magic back towards him, the same way he did to Titan a millennium ago.

Grand Ruler couldn't believe this was happening, but he had to try harder. He concentrated as hard as he could… what he was fighting for… all that he swore to protect. He managed to show a little force to hold it back a little but it was still moving slowly towards him.

The minions cheered for their master, and decided to help him by planning to blast at Grand Ruler to weaken him so he'd get hit for certain. "Oh, no, you don't…!" shouted Starla **_"STARLIGHT ARROW…!" _**her shot stopped them before they could shoot, and the others began to fight off the minions again so they couldn't try anything, all except Lightning. He kept staring up at his master and watched him struggle. "I've got to help him somehow!"

For the first time, Krysta had her doubts and urged Lightning not to do it. "Just look up there…! I've never seen such force before. Who knows what could happen to you if you go up there?"

But Lightning flew off in any case shouting, "I have to try…!"

"LIGHTNING…!" shouted Krysta

He continued to fly up, up, and up until he was by his master's side. "Lightning…!" Grand Ruler shouted. Lightning nodded, and summoned the rainbow rod and tried with all his might to add to the power. **_"RAINBOW FORCE…!"_** His magical force collided into Titan at the other end, but it caused him no harm whatsoever. "Fool…!" he laughed "Did you really think you could save your mentor with pitiful rainbows? Now you shall share the same fate as him!"

The dark magic was pushing uniforce back harder putting it now just meters away from striking The Grand Ruler and still getting closer. "Lightning…!" cried Grand Ruler "Run! Get out of here!" but Lightning refused. He had lost his family and his friends once before on Harmonious, and he wasn't about to let those events repeat themselves.

That's when his golden horn began to glow, and everyone down below gazed up at him.

"Look…!" cried Starla.

"…Lightning!" Krysta muttered.

The minions were in shock. "He can't…!" cried Dementia.

"He wouldn't…!" added Rep-Stallion.

"I think he will!" cried Mysterious.

Their distraction gave Star Fleet the chance to blast them all hard into the corner of the room. "Looks like the tables have turned." Buddy Rose said.

The others all agreed with him, and then everyone stared back up into the sky…

Titan didn't care if Lightning was glowing. "I've come too far to lose to the two of you now!" he shouted as he poured on more power. Pushing the blast now to just a few feet away and still slowly closing in!

Lightning recited his chant…

_"I summon forth a mystic power  
__To aid me in this darkest hour  
__Casting no upon my foe  
__I now unleash… this magical glow…!"_

**_"…UNIFORCE!"_**

His magic combined with that of his mentor's began to push the dark force back again. "What…? Impossible…!" shouted Titan "I WILL NOT BE DEFEATED AGAIN…!" and he summoned every last bit of magic he had, causing the two forces to stop right in the middle again.

"Lightning…!" said Grand Ruler "We only need a little more magic."

"I'm… trying…!" cried Lightning.

Titan roared loudly as he did all he could to hold the immense force back, but suddenly he was being attacked from all directions. "What…?"

It was all of Lightning's friends combining their attacks to assist.

**_"PETAL DANCE…!"_**

**_"STAR SHOWER…!"_**

**_"PAINT BOMB…!"_**

**_"DRILL QUILL…!"_**

Krysta even summoned up all the magic she could and fire her own magical-wave at Titan, and Dyno and Myte now saw this as a perfect chance to use their next attack. **_"BOOM-BOOM ROCKETS…!"_** which sent a swarm of firework like projectiles straight at Titan.

Titan didn't seem to be getting damaged, but it was working as the energy was getting closer and closer to him. "Wretched pests!" he shouted "YOU WILL ALL PAY…!"

Finally, in a last ditch effort, everyone fired at him all at the same time causing Titan to finally lose his control. "AA-AA-AAH…!" he shouted as the forceful beam headed straight at him and engulfed his body. "I WILL NOT BE DESTROYED!" As his body began to vaporize, he reached behind him and drove his hand right into his back, and, unseen by all, pulled something small out and hurled it to the skies, straight into dimensional space.

Titan let out a final roar of pain and hate as the last of his body disintegrated, and the storm clouds in the night sky vanished.

Then… all was quiet, until the minions shouted _"TITAN…!" _They really believed their master was lost, but seeing no reason to stick around now, they all vowed someday to return and avenge the fall of their lord and creator, and then teleported away.

The force fields around the shelters vanished, and all the unicorns emerged, cheering and shouted in the outmost of joy as the fighters and Grand Ruler slowly descended back to the ground. They all had fought extremely hard and had quite a few bruises and scabs, even Grand Ruler, and the hotel lobby was a bit of a mess, but it nothing everyone couldn't clean up and repair, and Dr. Penny came with a team of her medical staff to help treat the fighters' wounds as their magic was weak.

While being treated, Grand Ruler said that he was very proud of Lightning and the other Star Fleet fighters. "You showed great courage, my student- you, and your friends, and thanks to all your help victory is ours once again. We have dealt evil a serious blow and proven to be some of the mightiest fighters in the dimensional universe

The fighters all bowed to him, and Lightning thanked his mentor for such kind words and he was beginning to understand what his studies and training was for. Lightning did have real magic, not the kind that most unicorns had, but inner-magic. His courage, knowledge, and determination, as well as his heart and spirit "These are all things that magic powers can't conjure, and will always be there for me even in dire situations."

Grand Ruler smiled. "You are correct, Lightning." he said "However, the time has now come for you and your friends to make a decision."

The fighters all felt confused, and Grand Ruler explained that he always offered this to all his Star Fleet fighters. "At this point, you have all gone far beyond the call of duty and saved our world and all your fellow creatures from a terrible fate, and all though Titan is now gone, yet the dangers themselves have not yet vanished, you may now choose either to remain with Star Fleet, or renounce your titles and duties, and assume a normal lifestyle. The decision is yours."

Lightning shook his head. "There is no decision to be made, your majesty." He then looked at his friends, "I think we all feel the same way." All his friends nodded in agreement.

"We're Star Fleet, to the end." said Buddy Rose.

Artie nodded. "Titan may be gone, but his minions are still out there, and even still it doesn't end there. There are other villains and other evils to defend our world and universe from"

"Evil is something we can't allow to stand.  
We'll stay together as a Star Fleet band" said Rhymey

Starla stepped forward "Your highness… you already do so much for us. You taught us what courage, truth, and real honor are all about, and we don't want to abandon that now."

_"Si,_ she's right." said Dyno "We can't just sit around and let the bad guys hurt others."

"We're staying, and that's that." added Myte.

Krysta playfully flew towards Grand Ruler "In other words… you can't get rid of us." She teased, and everyone shared a chuckle.

Grand Ruler was very pleased to hear them say those things. "Unicornicopia is very lucky to have you, and so am I. May the magic and friendship forever be your guide!"

The civilian unicorns all cheered endlessly as everyone smiled at them.

…

While somewhere, out in the void of dimensional-space…

That weird object that Titan had pulled from his back before his defeat was just floating out there, but it began to glow red, as red as Titan's eyes and a small raspy voice whispered over and over…

_"I shall return! I shall return! I shall return!"_


	13. A new chapter

**EPISODE TWELVE**

It had been weeks since the showdown with Titan took place, and since then not a single new monster had appeared. Still, Star Fleet kept to training and patrolling to watch out for any further attacks. After all, Titan's minions were still out there, and so were other dangers just waiting to appear.

Still, regular life continued. Colts and fillies went to school and played with their friends. Others went to work. Lightning continued to study, and work his duties as town helper. He also now had more time to help Krysta search for her home world whatever and wherever it was. "If only we had some sort of clue that could help us." Lightning said.

"That would make it easier." added Krysta "Still… I'm not so sure…"

"Not sure about what…?"

Krysta hesitated for a moment, and then admitted that as exciting as it would be to learn of her origins and discover who she really was, "What would I say…? What would I do…? My entire life might change forever."

Krysta clearly had a case of the nerves. It was as if she didn't know if she really wanted to discover her roots or not. "Well, first we have to find it." Lightning said "Who knows…? It may not even exist if we can't find any records of it."

Even so, they still had other things to worry about- like when and where the next attack would come and what would it be?

…

Ever since the fight, Titan's minions had been overwhelmed by outrage since the supposed downfall of their leader and creator, and had long since decided to avenge his defeat, only they didn't know how without his guidance. They didn't even bother to try using the magic dust to make more monsters. If the unicorns were able to strike down Titan, why even bother. The monsters just wouldn't be strong enough.

They needed something stronger, but even after weeks of thinking, they had nothing.

Fortunately that day, they had discovered Titan left a note to his minions in case something would happen to him. The note turned out to be a map of something had hidden somewhere in the Dimension of Darkness that would ensure his minions could carry on. They had been wandering around the dark world for what seemed like a long time. "Are you sure we're on course?" groaned Rep-Stallion. "My hooves are killing me."

Dementia felt she needed a pedicure real bad on her hoof rims, and a grooming of her wings. "Will you two knock it off?" snapped Mysterious "According to this, Lord Titan hid his secret somewhere around here."

They searched around the decayed ruins, shoving the rocks and soils out of the way. "Eww…!" cried Dementia "Now I need more than a makeover after this." The other just ignored her and kept on searching. Suddenly, Rep-Stallion felt this scythe clang into something. "Hey I found something…!" he hollered.

The others rushed over to see him pull out a small box. "What do you think it is…?" asked Mysterious. They were about to find out as the box began to glow, and spin round and around, faster and faster… and it opened giving off a bright flash of light from a small object.

"What's happening…?" asked Mysterious.

"I feel strange…?" cried Rep-Stallion.

"Wait…! Listen…!" said Dementia.

Titan's voice could be heard as the magic balls hover over the minions' heads…

_"My minions…! If you have found this hidden treasure, it means I am no longer with you, but the war against our enemies must continue. This treasure shall provide you with the power you need, but you must beware of how you use them, and you must train well to ensure your handling of them"_

_"Go now… and continue the reign of chaos."_

As Titan's voice faded, the minions were bathed in glowing flares of light from the treasure, and began to feel very different…!

…

Buddy Rose was working in his garden and Lightning and Krysta were helping him and Artie was there painting a picture of some of the flowers and the fence. "What do you think…?" he asked when he was finished.

"It's beautiful…!" exclaimed Krysta.

"Really captures the likeness." added Buddy Rose.

Artie thanked them for the compliments, but now he was starting to feel bored. All these weeks of nothing really exciting happening, which wasn't exactly bad as it meant the kingdom was safe. "I know how you feel…" Lightning said "I'd like to see some action soon too."

That's when the alarms went off, and everyone began to evacuate and head for shelter. "Uh… I didn't mean right this minute." Lightning called, but he and others gazed up at tower searchlights to see where the direction of the disturbance was. "Hey…!" cried Artie "It's coming from O-Range. My hometown..!"

"Well what are we waiting for?" snapped Buddy-Rose, and off they all went.

…

O-Range was almost pretty much like being in a western terrain. Not much grass or vegetation, but plenty of water-holes, streams, and orange trees all in groves too, but that was exactly where the trouble was coming from. The gang could see it as they neared the danger area. "The groves…!" cried Artie "They're on fire…!"

"Let's put it out…!" cried Krysta.

"No! Wait…!" said Lightning. As he and the others flew in closer they couldn't smell the smoke, and the flames didn't even feel hot. "It's just an illusion." Lightning said. That's when the illusions of the flames faded and Titan's three minions appeared. "You guys again?" snarled Lightning.

Mysterious sniggered, "My but it's a lovely day." He teased, and that made everyone realize that he, a shadow, was indeed out in the open sunlight and not being damaged. "How's that possible…?" asked Buddy Rose.

"Oh, that's the least of your troubles." said Rep-Stallion "In just a few moments… you'll really be in trouble."

The gang stood ready. "All right…! So where is this new monster of yours…?" asked Lightning

Dementia giggled "Whoever said it was going to be a monster? You're fighting us…!" Her eyes began to glow, and so did Mysterious and Rep's.

"What's going on…?" asked Krysta, but she and the others got their answer as the evil unicorns entire bodies began to morph into mysterious human-shaped creatures, wearing armor, helmets, capes, and they also looked much stronger. The gang just stared in awe and were rather speechless.

"Take a good look at us now…!" hissed Mysterious "You'll soon find your pitiful magic and skills are no match for our newly acquired powers."

Rep-Stallion grasped his new double-bladed scythe and held it high. "Lord Titan shall be avenged, and our reign will carry on."

Dementia clenched her fists sight "Let's do this!" she hissed and they began to charge forth.

Feeling overconfident, Lightning and friends transformed. _"STAR FLEET… MAGIC…!"_

"Come on! Let's get them…!" snapped Lightning and he and his friends charged forth.

Buddy-Rose went after Dementia "How would the pretty lady like some pretty flowers?" he mocked, **_"PETAL DANCE…!"_** He fired his razor-leafs but Dementia's new armor merely deflected them right off of her leaving her without a scratch.

"Huh?" remarked Buddy

Dementia winked at him. "Thank you for the flowers…" she teased "Now, allow me to return the favor- **_DANCE OF ICE…!" _**She twirled round and around on one foot like a skilled dancer creating and blizzard-wave of snow and ice that blew right at Buddy, "Whoa…! AAAHH! That's cold!" he cried. Some of the ice crystals were large and rammed into his armor, pushing him back hard. Dementia was enjoying this.

While… Artie and Rep-Stallion were going at it hard- Rep's scythe against Artie's staff. They parried and clashed several times with each other's weapon and met in a staff-lock, but Rep managed to get the upper hand and shove Artie of the way and knocking his staff out of his gloves as well. "That's it!" growled Artie "Now I'm angry…! **_PAINT BOMBS…!"_** and he launched a swarm of his explosive blobs. Not a single one missed and Rep-Stallion was buried in the explosions. Artie panted and puffed after launched that many shots, but as the smoke settled, "Huh? It can't be?" Rep-Stallion stood there without even an ash on him. He just smiled wickedly, "Oh, I am so hurt…!" he mocked "Now it's your turn. **_THE BITE OF LIGHTNING…!"_** Whirling his scythe round and around like a propeller above his head, he conjured up heavy bolts of lightning which Artie had a hard time dodging, and he got hit more times than he dodged.

Lightning and Krysta were about to have their own hard luck dealing with Mysterious. The evil creature stared them down and approached them slowly "Look… Lightning Dawn just accept the fact that you and your friends can't beat us now… it's easier that way."

Lightning and Krysta refused to give in and decided to take their chances. "Here I come, ready or not." shouted Lightning as he dashed forward, but Mysterious just stood where he was, not moving an inch, and actually let Lightning ram into him headfirst, despite still being a shadow, and he didn't stop until he had whammed Mysterious right up against a large pole.

"Yeah…! Way to go Lightning!" cried Krysta, but then to her and Lightning's shock. Mysterious, unfazed by the attack, grabbed Lightning by the horn, and gave him a huge toss the other way. "UGH…! AH…!"

Krysta was livid and felt a burst of rage building up inside her. She angrily turned to face Mysterious, but realizing how large he was, she quickly backed off like a scared cat. Lightning, wasn't too hurt, but he couldn't believe how strong Mysterious and the others had become. Buddy Rose and Artie huddled near him. "Our best shots don't even faze them…" said Artie.

"What are we going to do?" asked Buddy

"That's easy…" Mysterious sniggered as he waved his arms round and around "Sit back and have a taste of my new power… **_THE HAMMER OF EVIL…!"_** Dark waves of intense energy formed over his head. "LOOK OUT…!" cried Krysta, and she and others scattered out of the way before the blast hit them, making a huge crater in the ground where they were. Lightning was more devastated than ever. "I can't believe they have that much magic and power! Where did they get it from?" That was what everybody wanted to know.

All three of the evil ones stood together and slowly crept towards the helpless gang, snickering and glaring at them with evil eyes. "Which should we take out first…?" Dementia wondered aloud. "How about all of them at once…?" chuckled Rep-Stallion "Just what I was thinking…" hissed Mysterious.

Just as they were about to fire, they were attacked from the side by many attacks…

**_"STAR SHOWER…!"_**

**_"BOOM-BOOM ROCKETS…!"_**

**_"DRILL QUILL…!"_**

All those attacks struck the evil ones, and managed to actually shove them back a bit. The gang looked and saw most of their friends, who heard the danger and came to help.

"Starla…!"

_"Dyno and Myte…!"_

"Never fear,"  
Rhymey is here…!

The others had never been so happy to see their friends, and in such timing, but now was not the time to exchange in pleasantries. The minions were still unharmed by the blasts. "So, now you're all together…? How marvelous." chuckled Mysterious.

"Now we can get rid of you all in one easy swoop." said Dementia.

Rep-Stallion chuckled and licked the blades of his scythe. "Let's get them!" They all charged forward, when suddenly they stopped. Next they were groaning and moaning as they held their heads in pain and fell to their knees.

"What's happening to them…?" asked Starla.

"They seemed so strong and fierce before,

But they don't seem to be anymore." said Rhymey

It was their new powers. The minions hadn't practiced with their new strengths, just like Titan's note had warned them, and hadn't really mastered them too well. That's why they were suddenly so weak… and before anyone knew it. The minions had changed back to their normal forms.

"This can't be!" growled Mysterious "Our powers failed us…!"

"Uh, Mysterious…!" cried Rep "That's not our only problem."

The gang now stood with the odds in their favor. "My how the tables have turned." teased Lightning. "You guys are in some trouble now." added Krysta. With the gang's powers still high, the minions wouldn't stand a chance in their weak condition.

Dementia whimpered nervously "Listen uh… this has been fun… but uh…"

"Let's go!" snapped Mysterious "We'll be back, Star Fleet!" Then they all disappeared.

The gang all sighed in relief for they had won today only by a stroke of luck. It was now obvious that the minions were much stronger but would need time to master their new powers. "What can we do about it…?" asked Dyno.

"I don't know. I don't." answered Myte.

Even Lightning had no clue of what to do, except one thing. "We need to see The Grand Ruler… Now…!"

…

Grand Ruler's grand palace was floating high in the skies just above Rainbow city in the center of the entire kingdom, and kept afloat by strong magical clouds. It was from there that Grand Ruler could keep watch over the entire kingdom and be ready to leap into the skies to perform his menial tasks, like the weather or raising the sun and moon.

This was also the place where Lightning had lived ever since he had come to Unicornicopia as a young colt and it almost felt strange coming back to it after a long time. He was hoping his master would see them, knowing he was always constantly busy.

The gang landed by the front gates, but the guards wouldn't let them in without a proper appointment. Not even when Lightning explained "I am The Grand Ruler's apprentice."

"We know…" snapped one of the guards "But his majesty left strict rules; no entry without proper admittance."

The large doors suddenly opened wide. "Let them in…!" echoed his majesty's voice.

The guard's did as they were told, and the gang dashed past them and into the main-entrance hall

They walked down the long corridor to the big doors at the end, which opened wide and showed the Grand Ruler sitting on his throne. He stood upright as the gang bowed to him and he bowed back. "Your majesty…! Forgive us for this intrusion…" Lightning said.

"It's all right, Lightning." his mentor assured them all "I had expected you would come… and had you not I would have sent for you." he clapped his front hooves, and his servants brought out a small feast that was prepared in anticipation of the arrivals.

As they ate through the feast, Grand Ruler came straight to the point, he had seen everything and he, too, was most disturbed by what was now happening. "As you all had witnessed, it will take time for Titan's minions to master and control their newfound powers, but rest assured they will return to strike again."

The gang was aware of this. The minions were already hard enough to even attack. If they powered up, they'd be almost impossible to beat. "What can we do about it?" asked Starla.

"Can't we just train and increase our own powers or something?" asked Buddy Rose, but many of the other disagreed with him, that simple training just wouldn't be enough. Even Grand Ruler agreed with them. "You have already gained all that you can by mere training alone… but fear not. I believe I know what can help us."

Everyone gazed at him excitingly and eagerly asked him what it was, but Grand Ruler warned them that this task would not be easy. "All of you follow me."

He led everyone to a large stone doorway hidden deep within the palace, near the tip-top of the highest tower in the center. The door was sealed with a strong spell that only Grand Ruler was able to break. He leaned forward and inserted his three golden horns into the keyholes and unlocked the door. As the stone doors slid open and everyone saw a mystical waving vortex.

"Wow…!" exclaimed Krysta.

"Incredible…" added Lightning. All the others just stared in awe and Grand Ruler cautioned them "Whatever you do, do not go too near it."

Everyone gazed into the waving vortex and could see many worlds out in the dimensional space itself. "I think I recognize this." said Lightning "It's the dimensional gateway I came through when I first arrived here in Unicornicopia, when you first found me and Krysta…"

Grand Ruler nodded and explained that this was how he was able to travel through to other dimensions and explore. He had traveled around quite a bit in his time and had been to many dimensional planets, but there were still many places out there even he did not know of. The dimensional universe was very large!

"What does this have to do with us?" asked Starla.

Grand Ruler explained that when first arrived to create and colonize Unicornicopia, he had forged a set of treasures he called _The Star Stones._ They were infused with incredible powers he had discovered and harnessed in the many centuries he had mastered magic and he art of fighting. He felt that someday they would be very useful, but decided against to keeping in the kingdom as it would draw attention to evil ones. Not willing to allow the dark forces to get their hands on the star stones or even to guess of their existence, he scattered them across several dimensional planets.

The others were starting to realize what this meant. "You mean… we have to go… out there… into other worlds?" asked Artie.

"Yes." Grand Ruler answered. "These stones and their magic- They will grant you strengths, wisdom, and skills that you never believed possible, and will serve you well in the upcoming battles against Titan's minions, and other foes we shall face.

"But, what are we supposed to do in the meantime?" asked Lightning

"Yeah, what if the minions return and we don't have the power?" added Krysta.

Grand Ruler chuckled, shut his eyes and bowed his head. His golden horns glowed, and then right up through the floor magically appeared a star-shaped gem, half white and half violet. It sparkled like the stars in the sky, and a single silver star lay in the very center.

"But how…?" asked Dyno.

"You said you hid the stones." added Myte

Grand Ruler chuckled "I never said that I had hid all of them."

The stone he had was one of four stones, and just it alone would already be enough to boost their powers dramatically. "Stand and kneel before me." Grand Ruler said.

The unicorns all did as they were told, and knelt before his majesty. Grand Rule held the star stone up high and it began to glow and emit sparkling, shimming, magical waves. The waves flew in great circles above the gang and bathing them within their enchanting glow. Then… all was quiet.

The unicorns opened their eyes, but they didn't feel any different. "What happened…?" asked Starla.

"I don't feel any stronger than I did before." said Buddy Rose.

"Perhaps the magic didn't work?  
The stone would not give us the perk." said Rhymey.

Grand Ruler assured them that the stone did grant them its help, whether they felt it or not. "All will be made clear to you in time." he assured them "And Krysta… you are not a unicorn but rest assured that you have also been gifted by the stone's magic, and perhaps it will help you in your quest for your home as well."

Krysta bowed to him, and the others did too.

"Just remember…" Grand Ruler continued "No matter what magic you may face, no matter what hardship you may endure, or whatever evil force you come into contact with… your courage, faith, believing, and you're good intentions are the greatest gifts that could ever be found within and no other force and truly take it from you. They will always be there for you… as will I." He bowed to the gang and they bowed to him again.

A new chapter had begun in the fight against evil for the unicorns.


	14. Lightning's first date

**EPISODE THIRTEEN**

The Grand Ruler was now or days busy calculating just which worlds housed the remaining three star-stones. After all, a-thousand years was a long time, and anything could've had happened to them. Quite possibly, they weren't even in the same place as before.

He had also sent messages to his many other Star Fleet legions one other worlds he knew of, and asked them to seek out any information regarding the stones, it would help make their search slightly easier, but it would take time to find them.

So many questions pondered Lightning and Friends minds about the stones, but there no point in researching as there were no records or information regarding them, as Grand Ruler had wanted to so evil ones would never guess of their existence.

All they could do was wait, and wonder.

Lightning kept staring at himself in his mirror but still couldn't feel or notice anything new about him since the power of the first stone worked its magic.

"Take it easy, Lightning." said Krysta "We'll all know what's changed about us soon enough."

Lightning sighed, but knew she was right. "Come on, let's go. Answers or not, we still have jobs to do."

…

Titans minions had taken their humiliation from the last battle rough, and had ever since been training hard to master their powers, but it would take time. "This is intolerable!" snapped Mysterious "Here we are… forced to stay cooped up in here and train while we could be avenging the fall of our master."

"Isn't there something we can do, maybe send a monster?" asked Rep-Stallion.

"Ugh! Forget that!" snapped Dementia "Every monster we ever sent ended up falling all over itself to those unicorns." She pounded her makeup table hard which caused several jars of her mane-gel to fall off and spill on the floor. "Oh, no…!"

Mysterious looked at the spilled gels on the floor and watched how they began to _mix together into a big glob._ His eyes and sinister grin widened. "Oh yes…!" he said and sniggered. He had an idea!

…

Lightning had a long hard day of doing his duties, and helping others, and after sunset he was helping Rhymey carry a large bundle of groceries home for him as the pile was just too much for him to carry it all by himself.

Krysta helped by levitating one bag with her magic, and on their way out of Rainbow City and into the country walkways leading towards Yellow hills, they all spotted Starla in the fields with her astronomy club.

The library gave out extra after school programs for the children, and some of them wanted to be star gazers like Starla one day, and on clear nights they always met just outside the city, away from all the lights and could look at the stars clearly.

They arrived just in time as Starla dismissed her class and told them to wait by the gates of the city for their parents to arrive. "See you all next week." she said to her students as they left as the children ran off. Then she spotted her friends, and she waved to them… especially to Lightning, and Lightning felt soft and warm inside the way she waved at him and how she glowed in the moonlight.

He was so lost that he almost dropped the bags he was carrying.

"Careful, please…!  
You'll drop my groceries." snapped Rhymey.

Lightning quickly snapped back into reality and struggled to keep his balance. He hoped Starla hadn't noticed, but there she was giggling softly causing Lightning to blush in embarrassment. "Let's go now." He said in desperation to get away from there.

It was no secret that Lightning had a thing for Starla. Especially to Rhymey and Krysta, and they even put on a little act to tease him when they got to Rhymey's place

"Oh Lightning… are falling for me?" Krysta said pretending to be Starla.

Rhymey gazed at Krysta in an acting manner.

"Starla, my dear, I do confess,  
To give you my heart, no more, no less"

Lightning felt annoyed. "Cut it out you guys."

The others giggled, "Come on, Lightning. We can tell."

"Tell what?"

The others gave him the look of suspicion, and hinted at Starla, and recalled all the times Lightning turned weak in the knees whenever he saw or was near her…

…

_When he was at the market shopping, Starla passed by and waved hello to him. Lighting was so distracted that he knocked over an entire stack of soup cans._

_Another time when he helped her carry some books up to her tower above the library, and she thanked him sweetly… when he went back downstairs, he was so dazed that he walked right into one of the book-carts tipping it over with a loud crash. _

_And just two days ago at the training grounds. While Lightning was going through the obstacle course, he caught a glimpse of Starla on the course next to him. She bid him "Hello" and he was so lost for that moment that he didn't watch what he was doing and completely screwed up on his course._

_…_

…and just now, the way he looked at her in the fields…?

"Okay… so I guess I… kind of like her." Lightning said and he began to imagine images of Starla standing there with her mane fluttering in the wind and her regular armor shimmering like her eyes. "She's beautiful… smart… very helpful, and she's strong minded and brave. She's helped me just as many times as I've helped her. What's not to like about a mare like that?"

"So… why don't ask her out or something?" asked Krysta

Lightning's face went redder than ever, and he felt like steam was shooting through his ears "Oh… uh… I… a date?" he asked nervously.

Rhymey nodded and said...

"Why not…? I have no doubt.  
I know Starla would love to go out."

Lightning still didn't feel sure, and thought it over as he headed for door to leave. "I'm not sure Starla would have the time." He said, and then he opened the door to find her standing there and almost ready to knock. "Have the time for what…?" she asked. Lightning was startled and almost leapt clear through the roof bench. He stuttered and stammered for a second, "I… I mean…uh… oh I just remembered something! I have to go. See you all later! Bye!" and he dashed off quickly.

Starla blinked once and was most confused. "Is he okay…" she asked Krysta and Rhymey. They just hesitated for a bit.

"What's going on…?" Starla asked.

…

A few blocks away, Lightning was just pressing his head against a tree and feeling like a complete idiot and probably should've just asked Starla on that date right then and there. "Oh! How can I face her again…?" he groaned to himself.

He pulled himself together and turned to go on his way, and there was Starla. She had followed him since he left Rhymey's. "…Lightning?"

"Ah…!" Lightning almost jumped into the sky again "I mean… Hi." he stammered.

"Are you feeling alright…?" Starla asked.

"Who me…?" Lightning stuttered "Uh… sure…! Why do you ask…?"

Starla giggled nervously, but then she began to stutter and stammer and twiddled her hind hooves in the ground. "Well… it's just… I've been thinking about it, and… I was wondering if… maybe… Do you think you'd want to… go out with me tomorrow night?"

Lightning felt so strange he couldn't describe it, and he stammered worse than ever, but managed to say. "Yeah… sure… I'd love to."

Starla smiled and the two of them agreed to meet in the afternoon at Pinkie Parks which was the biggest amusement park in the entire kingdom; the perfect place for a first date. Then Starla headed for home feeling all excited, and as for Lightning, he just stood where he was, completely still for a moment, and then… he leapt way up, as high as his wings could take him in one jump crying "YAHOO…!"

Krysta and Rhymey watched the whole thing from nearby and snickered cheekily.

…

The next day, in the afternoon, Lightning went to the entrance of Pinkie Parks. A lot of it was colored in pink, but the rest of the area round the land seemed pretty normal. Fields, trees, picnic tables in the parks. Starla came along almost directly after Lightning did.

"Lightning…!"

"Hey, you made it." he said to her.

"Sure did…" Starla answered. They soon found they were staring into each other's eyes, and turned away giggling. Then they went into the park together under the watchful eyes of Rhymey and Krysta, who wanted to see everything.

"I don't think this is very polite.  
Spying on our friends doesn't seem right." said Rhymey.

"We're not spying…" said Krysta "We're making sure they're having fun. Look at them."

They watched as Lightning and Starla went on the rides, played some games, and even got some snacks from the concession-stands. They seemed to be both having a greater time than anyone realized. They even seemed to warming up more to each other.

"Oh, I see now, and I agree,  
Our friends are getting along so nicely." said Rhymey.

Krysta nodded in agreement "That's what being close friends is all about." She said, and she began to sing while at the same time, Starla and Lightning continued to enjoy their date… about them being such close friends and all the things they could share.

While at the same time, Starla and Lightning had fun on the roller coaster the most and they went through a horror-tunnel, and Lightning won Starla a giant stuffed animal playing at the games. He got a big peck on the cheek for that, and blushed. He almost fainted too, and Starla just giggled.

Starla tried to repay the favor by wining Lightning something… but she wasn't as good at the games as he was… Except for the archery game, and with her Star Fleet training, it was a synch.

Soon, Lightning and Starla were actually sharing a milkshake together, and Lightning accidently got a little or the cream on his nose.

…

By sundown, Starla and Lightning had gone away from the theme-park and were sitting by a bonfire in the outer fields. "Wow! What a day." sighed Lightning.

"Yeah…! I can't remember the last time I had this much fun. It's more fun than star gazing" said Starla. "Thank you, Lightning."

Lightning smiled, "Hey, you're the one who asked me out."

Starla smiled back at him.

The stars soon came out and they would have to be getting home soon, but they just didn't seem to want to leave yet. This all felt so nice and soothing. "You know… you could've just asked me out yourself." Starla suddenly said "I would've said yes."

Lightning blinked once, "Pardon…?" he asked "You knew I wanted to ask you out?"

"Mm-hmm…!"

Lightning felt embarrassed again, but then asked, "How did you know that in the first pla-" then he suddenly got the idea, and Starla nodded which confirmed it, and he heard a small rustling coming from nearby. "Rhymey…! Krysta…! You can come out now."

The two came out from the shrubs.

"Forgive us, Lightning. Please do…  
We only did it to help you." confessed Rhymey.

"Besides… you didn't say _not_ to tell her." added Krysta.

Lightning couldn't really hold it against them. "Thanks, you guys. I appreciate it."

Rhymey and Krysta smiled, but suddenly…

BOOM! Titan's minions appeared in their regular forms. "Great! Just what I needed." grumbled Lightning.

"Sorry to spoil the moment…" hissed Mysterious "But we have a little plan of our own to dispatch."

"Prepare yourselves…!" snickered Rep-Stallion. He licked his scythe once

"You're about to deal with one of the fiercest types of monsters we've ever dished out." added Dementia.

The others all stood together, and then watched as the minions each cast their monster-dusts on three objects… the tree... a rock… and a little bit of the bonfire. "What's going on?" asked Starla.

"They're combining the three forms together." cried Krysta.

Sure enough, the monster appeared as fused form of rock, tree parts like roots and vines, and glowing hotspots in between. The minions could hardly decide what to even call it.

"Come on, guys!" snapped Lightning "Let's see what this bad boy can do."

"This should be interesting." sniggered Dementia as she and the others watched from above. _"Get them…!" _all three shouted, and the monster began to stomp forward.

"Let's go!" shouted Lightning. _"STAR FLEET… MAGIC…!"_ and once they changed into battle-mode, they dashed into battle.

**_"WARD SWORD…!"_** shouted Rhymey, and as soon as his weapon appeared he leapt over ready to strike the monster, but he got punched aside. "Ow…! Wow…!" He wasn't hurt too much, but that punch was very strong, and so burning to the touch that his armor was slightly scorched.

The others were shocked, but didn't let it scare them. Starla went up next, **_"STARLIGHT ARROW…!"_** Her arrow struck the monster hard in his its chest, but the monster didn't so much as even flinch.

"It's not working…!" cried Krysta "The three elements are making him too strong."

The monster held out its arms and long strong vines shot out ensnaring Starla. "AA-AAH…!"

"Starla…!" cried Lightning. He angrily charged at the monster shouting, "Okay, you! Let her go right now!"

The monster glared at Lightning and stomped its foot, shaking the ground and causing Lightning to fall. "Whoa…! Ugh…! Okay, I didn't see that coming."

Krysta angrily flew forward and used her powers to pick up and throw smaller rocks, which were only small pebbles compared to the monster. All they did was make it angry. "Uh oh…!" squeaked Krysta as she watched the monster draw in a huge breath, and he flew out of range just as it blew a bursting stream of flames. "Sure… it just has to breathe fire too!" Krysta grumbled.

Starla was still bound in the monsters vines and the more Starla struggled to break free the tighter the grip felt. "I can… hardly… breathe!" she groaned.

Rhymey dashed over and tried to slash the vines with his sword, but they were as strong as rocks, and his beautiful sword was badly dented.

"Ah…! My sword's bent.  
Look at this dent!"

Nevertheless, he continued to try and free Starla by pulling on the vines with his own strength, but they were just as strong as ever, and even sizzling to the touch.

Lightning tried to charge the monsters again, only to have it stomp its foot and knock him down again. Then it tried to roast him with its flames, but Lightning rolled out of the way. "This is nuts!" he growled, then he too was ensnared by vines from the monster's other arm. "And this is getting bad…!" he cried.

"No…! Lightning!" cried Krysta. Now only and Rhymey were still free, but left with hardly any options. Rhymey couldn't break the vines, and Krysta didn't stand a chance from the start.

Starla couldn't last much longer, and Lightning was starting to feel the burn. "It can't… end like this!" he growled.

The minions were laughing with glee. "I can't believe it…! We're really going to do It." cried Rep-Stallion.

"I guess we won't need to master our new knightly powers after all." added Dementia.

Mysterious, however, knew that it wasn't over until it was really over, but he was certainly as confident as the others "Sorry, my friends, but your time has run out!" he hissed and then laughed maliciously.

"Ugh…Uhn…! No…!" shouted Lightning. He tried and tried with all his might but it seemed as if he couldn't' break free. Still he kept trying. The heat felt so intense it was burning through his armor.

Starla and Rhymey continued to struggle too, and Krysta was still not willing to give up, even though she didn't stand too much of a chance. The monster had them all in its sights and drew in a huge breath for a great big fiery breath. "No!" cried Starla "He's… going to… roast us alive!"

"I won't give in…!  
I know we can win!" shouted Rhymey

"We can do this…!" cried Krstya.

"Yes…!" Lightning said deeply, "WE CAN…!" that's when he began to feel the burn, but not from the monster's grip, but form within his own body. Starla felt it too, so did Rhymey, and Krysta.

The minions watched in confusion. "What's taking so long?" snarled Dementia.

"What's going on down there…?" growled Rep-Stallion.

Mysterious said nothing and stood there were a puzzled expression on his face.

Lightning and Krysta struggled hard, and all of a sudden they burst through the vines using their own brute-strength! Rhymey, however, was still in the way as the monster blew his fiery breath, but Rhymey held up his dented sword and it actually absorbed the fire, and like magic, the sword was all fixed, and seemed stronger than ever.

"Wha…?  
Huh…?"

The gang were puzzled, but had never felt anything like it. They suddenly felt so much stronger, and realized. "It's the star stone!" cried Lightning "I guess it finally kicked in."

"I've never felt anything like it…" said Starla.

"This is incredible…!" Krysta said "I feel like I could move a whole tree."

Rhymey gripped his sword tightly…

"Our magic feels so strong and new,  
Now let's see what they can do!"

The monster seemed furious, and began to stomp towards the gang.

It was about to stomp its huge feet to make the ground shake. But the unicorns leapt up high at the last moment to avoid the tremors. Rhymey then, with fast speed, shot straight at the monster and his sword began to glow. **_"THRASH… SLASH…!"_** With his sword powered, he slashed at the monster shocking it with a powerful force from the magic in the blade.

Starla hovered over the monster's head and added to the force with her own new attack, **_"PULSAR LASER…!"_** Two beams fired from her eyes, blasting the monster in Krysta's direction.

She just held her arms and hands out in front, and WHAMM! The monster slammed right into one her new abilities to create energy force fields, which only lasted an instant, but just right for the perfect defense, and deflecting on coming attacks. "Wow…!" Krysta cried "Did you see that…?"

Everyone was very proud of her, now it was Lightning's turn as he dashed along the ground and rammed right into the monster actually knocking it backwards, while he himself felt hardly anything at all, and ramming numerous punches and kicks into the monster dealt it a lot of damage. Lightning felt like he could lift up the moon in his limbs.

The minions were outraged, even Mysterious was. "I don't understand…?" he muttered "How is it their strength suddenly increased?"

All he and the others could do was watch as Lightning summoned the rainbow rod, recited the chant, and fired the **_"RAINBOW FORCE…!"_** The rainbow rod hadn't received any new properties, and didn't require any as it still destroyed the evil magic within the monster, causing it to explode.

"Did you see that…?" snarled Dementia.

"I… I don't believe it! They actually did it!" growled Rep-Stallion.

That's when Lightning looked up at them, "Whose next…?" He snarled at them while posing his rainbow rod for another attack. The minions decided to retreat, but Mysterious warned him, "Consider yourselves fortunate, but this was merely a small sample of what lies ahead for all of you. Until next time…!" then he and the others vanished.

"Try all you like." sneered Lightning.

"You will never defeat  
the power of Star Fleet!" growled Rhymey.

…

Once back at Titan's castle, Mysterious decided that they would still train to master their knight powers from then on and forget sending down any more monsters. "Hey… who made you in charge?" asked Rep-Stallion.

Mysterious glared at him annoyingly "I am merely suggesting what our best plan of action is." he said "Once again, our enemies have outwit us. We must learn the secret of how there were able to beat us this time, and hopefully use it to our own advantage."

Dementia agreed, but she couldn't help but feel Mysterious was acting just as Titan would. She and the others pretty much missed him, and swore they would avenge him soon. So long as they existed, the unicorns would never know peace.

…

It was already late at night, and the others decided to head home. Lightning offered to walk Starla back, and she accepted. Rhymey and Krysta followed because they had to head in the same direction the library observatory.

With the exception of the battle, Starla had a great time, and so did Lightning. "Starla…?"

"Hmm…?"

Lightning stuttered and stammered a bit again, but he managed to ask "Do you think you might want to… you know… go out again sometime… for another play-date?"

Starla blinked once, and smile. "Sure." She simply said "I'd love to… but only if we don't have to fight another monster. Goodnight." and she pecked him on the cheek before heading inside to return to her tower. Lightning just stood there with red cheeks. Krysta and Rhymey giggled, and Rhymey even teased him…

"Lightning and Starla sitting in a tree…  
K-I-S-S-I-N-G…!"

Krysta even joined in the teasing. "Lightning's got a mare-friend! Lightning's got a mare-friend…!"

Lightning just ignored them. So much had happened that day. He had good workout, went on a play-date with Starla, but most importantly, the star stone was starting to work its magic, and just in time because the minions were getting stronger too.

Whatever sinister plots those baddies were conjuring and the real mystery to the remaining star stones would all come within time. For now he would just remain on alert.

…

That night, before going to bed, Lightning wrote his report…

_"Our new strengths given to us by the star stones have helped us extremely, but the bad news is that Titan's minions also seem to be getting stronger. It only makes it all the more important we keep to our training and be on guard._

_Apart from this, my day with Starla was rather peaceful, despite the incident, and that friends can always help one another, even if at times it looks as if they shouldn't. I feel grateful to have such wonderful friends, and knowing that I can always count on them, just as they can always count on me… it fills me with a joy and feelings that magic cannot bring you."_

He signed his name, and then sent the report through the magic mailbox slot.

After that, he hopped into bed, and turned out the lights and dreamt of all the adventures he would have another day.


	15. Nice not to see you

**EPISODE FOURTEEN**

Lightning spread word to all his friends about the star stone, and that it really did work. The others almost couldn't wait to try it out for themselves, but what were they thinking? Were they actually asking for the kingdom to be attacked again just so they could test out new magic? No, they decided to let it be and only try to tap into their new powers when the time was right.

So, business just carried on, and once again, Lightning and Krysta were asked by Cookie Dough to deliver an ordered lunch to Brain, for he was busy working on a new project.

"What do you think he's making this time?" asked Lightning "A rocket-ship to take us all to the moon."

"I doubt we'd actually need a rocket to do that." said Krysta, "We could just fly up there ourselves."

As they landed near Brain's they could see Dyno and Myte standing outside.

_"Hola, amigos."_ said Dyno when Lightning and Krysta landed.

"Hey boys..! Why are you here?" asked Krysta.

The twins explained that Brain had asked them to cover over to help test his new secret project. "But we waiting out here a long time." said Myte "We try and knock but he don't hear us."

Lightning knocked a few times, but as expected, Brain didn't answer. "That's Brain for you. He gets so wrapped up in his work he can't seem to hear anything else."

Luckily a window was open a wee bit, and Krysta agreed to fly inside and see if she could find Brain. "Back in a flash..."

…

Brain was busy spraying something on a small barrel on his workbench. "There…! My new formula is complete." he said to himself "I just can't wait to tell to the others."

"Well that's good to hear." said a voice from behind, making Brain jump "Oh… my…! Please, Krysta, I beg you… don't do that again. I get so carried away at times, you know."

"Well just carry yourself to the door, and let the others in." replied Krysta.

Brain's eyes widened, "Oh dear! I completely forgot. I shall be back, don't touch anything."

As soon as he was gone, Krysta sat on the barrel that was on the bench and just relaxed there, unaware that the barrel was beginning to fade away into thin air…!

Brain let the others in and apologized for keeping them waiting for so long. "So what's the big secret?" asked Lightning.

Brain explained that he had been working on a new spray-paint he hoped would improve others stamina. This way unicorns like him, that didn't have offensive or defensive magic, could enter battle against a foe and would be more protected against many attacks without sustaining too much damage or getting hurt, and would even feel stronger in brute force for a short while… at least he hoped!

"_Qué_…? You hope…?" asked Dyno.

"I don't like the sound of that." said Myte.

Brain explained, "I have just tried out the new formula on a barrel sitting on my bench. Do whatever you wish with it. Smash it, burn it, blow it up… this formula should make it so you cannot damage it."

"This I must see." muttered Lightning.

"You will in fact. You will." said Brain as he lead everyone into the workshop, but they couldn't see a barrel anywhere. Just Krysta relaxing comfortably in midair "So… where's the barrel?" asked Lightning.

"I do see a barrel, do you?" asked Dyno.

"No… I don't." answered Myte.

Brain was most confused, "I… I don't understand it."

Krysta woke up. "What going on…?" That's when she noticed, "Huh…?" she was standing on fresh air but her wings weren't fluttering. If anything, she still felt as if she were standing on something solid.

"Krysta…?" Brain said calmly. "Now… where is the barrel? What have you done with it?"

Krysta explained she didn't do anything. "All I did was sit on it and now… nothing."

"Hold on…" Lightning said "Krysta, tap your foot."

As confused as she and the others were, Krysta did as she was told and could actually feel her foot tapping against something solid. "Huh…?" She tried jumping, and could feel her feet stomping on a flat surface.

Brain walked over and gently tapped near Krysta's feet and he could actually feel the barrel. "I wouldn't have believed it possible!"

"It's invisible!" cried Krysta.

"Wow, have you hit on something, Brain." said Lightning.

Dyno and Myte were overjoyed.

"He's a genius."

_"Si…!_ A regular super brain…"

Brain felt very proud. This was indeed a most magnificent discovery, unaware that Rep-Stallion had been peeking through the windows. "Just wait until I tell the others." he said. Then he vanished quickly before he was spotted by the lookout towers.

…

"A paint that makes things invisible…?" Dementia said "Now I've heard of everything. Why can't you ever come up with something more useful?"

Rep-Stallion looked furious "At least I do things more useful than you always prettying yourself up with that goop!"

Mysterious hushed them both before they broke out into a fight, and agreed that Rep had indeed discovered something most useful. If they got that formula they'd have a free hove in all their battles, "But first we must test it on our own fields, and for that we'll need a monster."

Rep-Stallion was confused, "But I thought you said we shouldn't send anymore monsters?"

"I also say you are intelligent!" snapped Mysterious "Does that mean I meant it?"

"Well I-Hey!"

"Just, leave it to me…" said Dementia "I have a plan."

…

The barrel was still invisible, but Brain already actually managed to chip a little piece of it meaning his formula didn't make it strong, so the test was off. Luckily, Brain had theory and sprayed the barrel with ordinary water, and sure enough it reappeared. "Yes…! Satisfactory...! Most satisfactory…! Just a simple touch of water or any other exterior substance will wash the paint away. Now all that remains to figure how to apply this new invention of mine."

The others assured Brain not to worry about that. Like all his inventions it was bound to be put to good use very soon. "Can we help in any way?" asked Lightning.

"Oh, no, no, no… that shouldn't be necessary." said Brain.

With that settled, the others decided to leave and let Brain decide what to do. "That Brain…" Krysta chuckled "He just can't seem to tear himself from his work, even when he's done."

The others agreed, but nobody realized that something was watching them, hiding in the bushes outside of Brain's house, and snickering wickedly.

As Brain was tidying up around his workshop, and still wondering what to do about the invisible paint. He heard a loud pounding coming from his door, as if someone were trying to force their way in. "I say…! Who's there?" snapped Brain.

The pounding merely continued followed by a growling sound. Brain knew this was troubled, and pressed a big red button on the wall which sounded the alarms to warn the kingdom, and no sooner had he did the door break open and in came a snarling monster made from what looked like, makeup brushes and eyeliner wands. "Oh… my-y-y-y-y…!" cried Brain.

…

Luckily Lightning and the others hadn't gone too far and began to dash back immediately as soon as the alarms sounded. "Trust there to be trouble exactly where we were before." groaned Lightning.

Nevertheless, they all continued to dash, and transformed along the way, _"STAR FLEET… MAGIC…!"_ They reached Brain's house to see "Dementia…!" standing there.

She turned to face them. "So… the cavalry is here."

"What are you up to now, Dementia?" snapped Lightning.

Dementia sniggered "Oh, you'll see… or maybe you won't." she clapped her hooves, and the gang could hear something making its way through the door of Brain's house, but could see nothing there.

"_Qué_…?" remarked Dyno

"I see nothing." added Myte

Still, they could all feel something was there, and it was getting closer. Then Lightning felt something swinging at him and pushing him down. "Ah…!"

"Lightning…!" cried Krysta

"Guys, look out!" cried Lightning, but then the twins got tripped up. _"AYE…!"_

Krysta fluttered up higher before she got hit, only to get caught by Dementia. "Going somewhere?" she hissed, and Before Krysta knew it, she was thrown in a small jar and shut in tight, but with air-holes. "Help…! Let me out! Let me out!"

Dementia couldn't help bust shake the jar vigorously and laugh at the poor little fairy being rock about inside. Krysta never felt so dizzy in her life. Dementia simply placed her on the window sill of Brain's house where wouldn't cause any trouble, as long as she was in the jar. Poor Krysta couldn't pop the top, and she didn't dare try to blast the sides of the jar with her magic as there wasn't enough space for her to stay at a safe distance, or she'd get hurt from the blast. All she could do was watch helplessly as her friends began to get beat up by seemingly nothing…!

Lightning was pushed up against a tree and kept feeling hard punches go into his armor.

Dyno and Myte tried to blast the monster with their rocket-explosives, but their attacks missed completely. "It's no good!"

"We can't find it!"

But the monster seemed to find them, grabbing them both in what felt like spiky hands, it whirled them round and around and rolled them along the ground like balls.

Krysta could tell that this had something to do with Brain's new formula. That was why the monster couldn't be seen, and after all, how could they fight what they couldn't even see?

Dementia decided to rejoin the party, but resisted the urge to spray herself with the paint as it was too gross for her. This left Krysta on her own, still in the jar, and she realized the only way she could escape was shatter the glass by rolling it off the window and into the house where it would break on the floor, and luckily she was able to use her lifting magic, even while inside.

"Okay…!" Krysta said nervously as she braced herself "One… two…" and with a quick wave, she managed to push the jar off the edge, "THREE…!" and down she went. A small drop to some was a long fall to her.

The glass shattered upon hitting the floor, and she was free, despite having a not so smooth landing. "Ohh…! Uhn…!" she groaned as she crawled out of the mess. "Oh, even my hair hurts!"

It sure felt good to be out, but that's when she saw Brain, all tied up and gagged "Brain…!" She wasted no time in freeing him, and it didn't take two guesses to figure how he got in that fix. He was able to tell her that the monster the others were fighting was actually just made of makeup brushes and eyeliner wands. Krysta thought that was a very weird idea for a monster.

"We need a plan…" Krysta said.

"Not to worry, my dear." Brain said "While I was tied up, I came up with just the solution. Now… this is what we shall do…"

…

Lightning got shoved hard again by the invisible monster! "Ugh…!"

Dyno and Myte were struggling with Dementia, but their explosives seemed to be no match for her field warping. "Nobody messes with my face…!" she sneered.

"We can't… keep this up!" cried Lightning as he was pinned up against a tree by the monsters invisible, spiky hands. "Ow…!"

The twins agreed, but what could they do.

"That's easy…" Dementia hissed as she began to walk forward "You can finally admit defeat and surrender yourselves willingly."

"Fat chance of that!" snapped Dyno. _"Si…!_ We will never give in to you…!"

Dementia sighed "Fine then…" and she raised one hove and held the twins in place with a warping barrier so they couldn't run anywhere, and then raised her other hove ready for another blast. "Oh boy…!" cried Lightning. He managed to break out of the monster's grip with his extra strength, but no matter how hard he tried to help the twins, the invisible monster just wouldn't let him through. "Guys…!" he shouted.

"Nice knowing you, Dyno!"

"Likewise to, Myte…!"

The twins let out a scream, but just as Dementia was about to blast them. "YAAHH…!" she shrieked as she felt someone pull on the back of her mane with such force. With her concentration broken, the Twins were released, but they couldn't understand what was going on.

Dementia looked as if she was fighting with nothing but clean air, but something was defiantly pulling at her mane. "Let… go of me…! Ow…!"

"What's wrong, Dementia…?" squeaked a tiny little voice. "Need some help styling your mane?"

Dementia couldn't see anything. "You little insect!" she shouted "When I get my hooves on her you I'll- AAAAHH…!" the more she struggled, the tighter Krysta pulled, keeping her well distracted.

Dyno and Myte felt confused, but suddenly they gazed at each other. "Dyno…! You are disappearing…!"

"Ah…! So are you!"

Soon they vanished completely. "Dyno…? Myte…?" cried Lightning as the struggled with the monster "What's going on here?"

That's when a floating sprayer of Brain's invisible paint seemed to float up right towards him. "What the…" and it sprayed him too. "Hey!" Then he, too, went invisible.

"Lightning…" Brain called "Don't be frightened. It is all part of my plan. Now listen closely!"

Soon it was all made clear. With Brain's spray on them it evened things out. They still couldn't see the monster, but now it couldn't see them either. Brain also pointed out, just because they couldn't see the monster, didn't mean they couldn't hear it.

Dyno and Myte liked the idea, now all they had to do was concentrate. Sure enough it was easy to tell where the monster way, what with its big feet stomping on the ground and the way the grass move when being walked on. "There is!" cried Lightning. "Get him…!"

That's when he charged ahead and rammed the monster hard knocking it down.

"What's going on…?" snarled Dementia

"Looks like the tables have turned." Krysta said "Or rather… doesn't look… or uh… meh!" she pulled Dementia's mane one last time "Aah…!" and then kicked her hard in the nose. "Ohh…!"

Then she ran over to join the fight. "Time to shine…!" she teased as she sprinkled her fairy dust over the area where the monster was, covering it from head to toe. Now it could be seen perfectly. "All right, Krysta!" called Lightning.

The twins decided to go next and try a little something they learned from the rainbow stone a while ago. "Ready, brother…?"

"I was born ready and so were you."

After finding where each other was, the twins joined hooves, **_"SHOCK ROCK WAVE!"_** and they both obvious jumped and pounded the ground very hard. This sent a long path of erupting ground towards the monster, hitting it with such power, almost an explosion.

Lightning attacked the monster mercilessly with his glove fists and his hoofs before he summoned the rainbow rod and began to charge it up. It sure looked funny seeing the weapon just float there all by itself… except to the monster…!

**_"RAINBOW FORCE…!"_**

The monster was hit and vanished, and the magic dissolved. Dementia was outraged. "Time for me to vanish!" she snarled, and she was gone.

"Satisfactory!" cried Brain "Most… Most… MOST satisfactory…!"

"Uh… well… almost." said Lightning "Think you can wash this paint us now?"

The others just laughed.

…

Dementia was really in a mess. Her nose was all red and swollen, and she had an ice-bag attached to her sore head. "Uhn…! Look at me! I'm hideous."

"We heard you the first and thirty-first times!" snarled Rep-Stallion. As the two of them quarreled Mysterious held his ears shut and did everything he could to silence the noise. "Some days it never pays to get out of bed." He groaned.

…

Everyone washed the paint off of them and became visible again. Brain decided to put his new formula in his safe and work on it another day. "Well… I must say, this invention certainly gave us more than we bargained for. I shall have to work on it some more and get it working more effectively."

"Just think…" Krysta pointed out "If Dementia had gotten it for good, we'd be in for it bad."

"Just the same, we managed to get out of another situation, but the sooner we find the other rainbow stones the better." said Lightning.

The twins agreed, and decided to run off and train some more. "I'll show you to the door…" Brain offered, but suddenly he tripped over something. "Oh…!" and fell flat on the floor.

Lightning examined the area where Brain had tripped; there was still one crate that somehow had been coated in paint that Brain didn't notice. "Well… now who's a fool?"

…

That night, before going to bed, Lightning wrote his report…

_"Today's battle has really opened all of our eyes… but in a wiser way. For we only trusted what our eyes could, or rather could not see, which in turn gave the monster a serious advantage over us. This doubly has proven to us that we cannot always trust what our eyes, alone, can see and must rely on our other senses for such cases. After all, just because something cannot be seen does not mean it does not exist nor cannot be felt._

_I also hope that Brain will take better care of himself, and not allow his inventions to be snatched by our enemies anymore._

He signed his name, and then sent the report through the magic mailbox slot.

After that, he hopped into bed, and turned out the lights and dreamt of all the adventures he would have another day.


	16. The fallen world of Elfaron

**EPISODE FIFTEEN**

Several Star Fleet members, and even Lightning, had been summoned to Grand Ruler's palace. A star stone had been located in another dimensional planet, and the time had come to send a volunteer or two through the portal warp to retrieve it.

As much as Lightning wanted to go, he knew he couldn't in case Titan's minions tried to attack Unicornicopia again, and Grand Ruler couldn't go either as it would be most unwise to leave his kingdom during such fearful times. He had to stay and maintain the order of nature and balance anyway.

Buddy Rose and Artie decided to go, and Doctor Penny was summoned to give them physical examinations to see if they could physically survive the trip, and or any ordeals they would come across on their adventure, which they were, but Buddy and Artie were very nervous, almost afraid even. They had never had been outside of the kingdom before, and didn't know what to expect. They didn't even know where they were going

_They had gone to the library many times to research on as many of the outer-worlds as they could, but there was just so much, almost too much that Inquerius suggested they leave and relax._

Still… the star stone was very important, and needed to be obtained at all costs. The boys agreed to do it, no matter what. So, they stood before the portal, and bowed to Grand Ruler and he bowed to them. "Are you ready…?" he asked them. The boys just hesitated, and gazed nervously at one another, and as Grand Ruler tried to explain that no one was forcing them to go if they didn't want to, but the boys weren't about to let Star Fleet down.

"I'm ready…"

"Me too…"

Grand Ruler smiled and went over their final details, but also granted them one last thing before departure. He stood upright, folded his front hooves together, and concentrated. His golden horns glowed and zapped the boys' horns with soft lights.

He explained that he had made it so their horns would help them locate the star stone. The closer they got, the brighter their horns would glow, and if they were separated it could help them find each other as well and all they had to do to return to Unicornicopia, if and after they had retrieved the stone, was send a flash of light from their horns to signal the transport, but it had to be used wisely because it was a one-way trip.

What they did know was they were traveling to a world that was not protected by Star Fleet legions, and nobody knew who or what they would find there. If they got into trouble, they would be on their own. "Go with care, boys." Grand Ruler said "Look out for one another and return with not only the star stone, but also with swiftness and experience from your adventure."

The boys bowed to their ruler. "We won't fail you, your majesty." said Buddy Rose.

"We'll the get the stone." added Artie.

"Good luck, guys!" said Lightning.

"Come back safe." added Krysta.

The boys nodded, and then turned to face the portal. They both took a running start and jumped into the swirling vortex, and with two bright flashes… they were gone!

"Boy, I sure wish I was going with them." Lightning said

Grand Ruler understood how he felt. For now, all they could do was wait.

…

Buddy and Artie felt like they were going down a super fun slide like at Pinkie Park, going over and under, in loops and curves as they sailed across the pathway through dimensional space. These pathways were all over which connected worlds together so everyone, who knew how, would be able to travel between worlds instantly, like going on a fast ride through dimensional space.

What a sight to behold! Swirling dark colors all waving and swirling like being inside a large vortex. It was almost both beautiful yet mysterious at the same time, and so many different kinds of unusual worlds were out there. Still, Buddy and Artie had to be careful not to stray from the path, because they remembered what they had learned about the void of dimensional space from their studies…

_-Dimensional Space existed above, what was believed to be, normal space, and its void consisted of highly unstable and very powerful warping energies. If anyone tried to enter dimensional space without a pathway to guide them, or some form of protection- if they fell into the void of space, they would be instantly teleported to a random area. There was no way of telling they would end up._

_As many of the planets, and worlds that Star Fleet knew of, explored, or occupied, at least ninety seven percent of the universe was still vastly uncharted. That was an awful lot of space to get lost in._

_…_

As long as the boys remained on the pathway they would be fine.

As they traveled along, they didn't notice a pair of large red, and evil looking eyes gazing at them from afar. Then they vanished into space.

"Look up ahead…!" cried Artie. A large glow of light was illuminating ahead of them and getting brighter every second. "It's the next planet!" cried Buddy "We're almost there! Get ready to fly!"

The boys spread their wings just as they reached the end of the path and after a bright flash of light they found themselves soaring high in the skies above the new world. "We made it!" Buddy Rose cried excitedly.

"Yeah… but exactly where are we?" asked Artie. Neither one of them could see through the clouds as they were up far too high. In fact, the clouds below seemed orange and grey instead of white and fluffy. The boys started to have a really bad feeling, and decided to fly lower and investigate. They weren't likely to find the rainbow stone in the sky anyway.

As they dropped below the clouds, what they saw nearly turned their bloods cold. Everywhere they looked they saw ruin and destruction as if a-thousand storms had ravaged the lands below. The grounds were all laden with rocks and bits of rubble, planks and logs of wood. Buddy Rose could tell just by looking at the ground, "I could never plant anything in this. My whole garden would die in a second."

Artie never saw anything so awful before, but he reminded Buddy, "Come on, we have a job to do here."

Buddy agreed. They had to find that star stone and get back. "Maybe we can find out what happened here too."

And so they went along their way.

…

Back in Unicornicopia, Lightning and Krysta were charged with looking after Buddy Rose's garden while he was away. It was a good thing they saw him do it so many times which was why they were doing so well. Lightning was tending to the wedding while Krysta sprinkled water on the plants. She couldn't help but wonder if the plants missed Buddy Rose.

"Well… I bet these weeds don't!" growled Lightning as he struggled to yank them out, only to fling backwards into the wheelbarrow and hit the wall. Krysta couldn't help but giggle. Lightning was not amused. "Very funny, Krysta…" he grumbled.

As the two of them worked, they couldn't help but wonder how Buddy Rose and Artie were doing. "What do you think they've found?" Krysta wondered aloud.

"I don't know… but I'll bet that it's pretty exciting and maybe even fun."

…

If they only knew…!

Buddy and Artie found no signs of life, but just more destruction and devastation wherever they went. All they could figure from the sight of things, something had attacked this world. Something with an unbelievable force, "But what exactly?" asked Buddy Rose. "Maybe it was Titan?" but Artie disagreed. Titan was long gone, "And from the looks of this damage… I'd say this place was attacked recently."

This made the boys wonder how all this could have happened and why Star Fleet never seemed to protect this world.

As they pondered over the many things, their horns gave a soft glow. "Did you see that…?" asked Buddy. Their horns glowed again "I saw it…" answered Artie. This was what they were waiting for. They were getting closer to the star stone, and the sooner they found it, the sooner they could leave.

They ran along and, just as Grand Ruler had said, their horns were glowing brighter than ever, which meant they were getting closer. The problem was the two of them were so concentrated on following their horns they lost track of each other and ended up wandering away from one another, and they didn't realize it until it was too late.

"Buddy Rose…?"

…

"Artie…? Where'd you go?"

Buddy found he was all alone and wandering about, but his horn was still glowing though. He couldn't decide whether or not to keep trying to find the stone, or look for Artie. Both were so important, but ultimately he decided to look for his friend. All he had to do was follow his horn as it glowed in orange, the same color as Artie.

…

Artie was still looking for Buddy as well, when suddenly he heard a small clattering sound coming from the wreckage of a smashed home. "Who's there…?" he called. "Hello…?"

The clattering continued and Artie moved closer. His horn was also glowing brighter than ever, but not red to locate Buddy Rose, but rather the stone he was looking for. "Hello…?"

He reached the wreckage and began to move some of the rubble aside. His horn was glowing wildly now, and there ahead, he could see something shiny- A star-shaped jewel, half red and half orange and with the silver star in the middle. "Oh my- That's it!" he cried, and then he heard the sound of someone whimpering. "Please…" it squeaked "Don't hurt me!" It sounded small and feminine.

Artie felt confused. "Whoever you are…I'm not going to hurt you." he said gently as he tried to get inside through the wreckage. He still couldn't see who was there though. "It's okay… you don't have to be afraid of me."

The creature saw Artie get closer and could see he was unicorn, and not just any unicorn, but the Star Fleet insignia was on his armor. She gently stepped forward revealing that she was a small human-like creature with pointy ears, solder-length dark hair. Yet she was all dirty, seemed famished, and was wearing a set of ragged old clothes that had seemed partially burned, and hung on a band round her head was indeed the rainbow stone.

"It's okay… you can trust me." Artie stood on all fours and extended his front right hove in a friendly manner; the little girl walked up to him slowly and gently touched his hove with her hand. "What's your name…?" Artie asked.

The girl hesitated for a moment, and then said "Ilia. I'm an elf."

Artie wanted to know everything… so Ilia explained.

This was the dimensional-planet of Elfaron, or rather what was left of it.

It used to be a world with lush green fields; forests, ponds, just like Lightning's birth-planet, Harmonious. The entire populace was a race of elves and tiny little animals. They were a peaceful race who had ceased the need for weapons or magic powers for many centuries, and while they had heard of Unicornicopia and Star Fleet, their ancestors refused to allow Star Fleet to defend their planet, feeling it would not be necessary. Despite Star Fleet's protest, in the end, the elves were not held against their will.

However, recently, an evil creature- a giant dark serpent-like monster with fangs, razor-sharp fins, and red burning eyes found its way into her realm, and began to lay a path of destruction and chaos as if it were searching for something.

Everyone panicked and, as they were powerless to defend themselves, immediately escaped the planet through portal warps to seek sanctuary somewhere else, but Ilia was mistakenly left behind, and felt too afraid to venture out on her own. She had no idea where to go.

Poor Ilia, he eyes were brimming with tears. Artie very sorry for her, but couldn't help but wonder about the description of this monster. It didn't sound like anything of Titan or his minions' doing, but it was somehow familiar.

"You've been alone all this time?" Artie asked.

"Mm-hmm…!" Ilia murmured as she wiped her tears, but then… the ground began to shake. "What's going on?" asked Artie.

"Oh no…!" cried Ilia "…The beast approaches!"

Artie ran to an opening in the wreckage and could see a trail of dust off in the distance and heading straight for them as the rumbling got worse. "It's still here…?" he wondered aloud, but it was pretty obvious the creature was still there. "Ilia, you stay here… I'm going to check this out."

For all her begs and pleas for him not to go, Artie dashed back outside. "Star Fleet… Magic!" he transformed, and readied his staff. Then he stood ready to face this thing. "How big can it be…?"

The demon got closer and closer and by the time it reached near Artie, it was about the size, length, and width of Buddy Roses' entire garden, and that was gigantic. "Uh… oh…!"

The giant serpent demon stopped in its tracks and gazed at Artie. Its raspy breathing and hissing made Artie want to run, but he had to be brave for Ilia, and not give her position away.

"I am Star Fleet fighter HV7J. Who are you, and why have you laid waste to this planet?"

The demon hissed and breathed in a snarly growl and then answered in a feminine raspy voice. "I am… _Serpentari …!"_

"Serpentari…?" asked Artie, and he was more surprised to realize she was female.

"The star stone…!" hissed the demon "I want the star stone! Give it to me!"

There was no way Artie was going to let such a monster get the stone, or worse, lead her to Ilia. He just stood there and gripped his staff tight. This angered the demon greatly and she snickered "You dare conceal its location from me? You are courageous, but foolish as well!" and she began to charge forward "NOW YOU SHALL SUFFER…!"

Artie tried his **_"PAINT BOMBS…!"_** but it was like throwing pebbles against an oncoming brick wall, no effect at all. Serpentari just laughed "Is that your best?" and then opened her huge mouth **_"PLASMA VAPOUR…!"_** and she breathed a huge burst of burning, trailing energy that Artie barely dodged, "WHOA…!" the blast went right past him. The heat was so intense that the air was waving and sizzling, and it kept right on going and going until it reached a far off mountain, vaporizing it in a massive explosion big enough wipe out a whole village.

Artie couldn't believe his eyes. He didn't think even Titan was able to cause such destruction so easily as that, but he still wouldn't tell where the stone was. It was obvious that none of his attacks would work against such a monster "I think I'm going to need help."

"Really…? Well how about some company…?" Serpentari sneered, **_"SMALL SERPENT SOLDIERS!" _**Her eyes glowed madly and right up from the ground emerged several lizard-like monsters, all with sharp claws and gnashing teeth, and they were all armed with shields and sword. Artie growled and then picked up his staff and leapt straight for the beasts, parrying their weapons, and hitting them hard with his skills. They didn't seem too tough though, but while he was busy fending them off, the demon was heading straight for the wreckage.

"Oh no…! Ilia…!" she was still in there, he had to try and get her out but he couldn't get past the monsters. "No…!" was all he could shout as he watched Serpentari smash through the wreckage, and leaving nothing left. Like a stampede of fifty dragons.

Artie bashed the last of the monsters away with one swing of his spear, and he was ever so upset. "Ilia…!" he cried, but then he heard her voice from above. "Artie…!"

He looked up, and she was fine, riding with "Buddy Rose…!" who was in battle-mode. His friend winked at him "Well, I thought I'd never find you, and we got the star stone!" He held out his glove to show Ilia had kindly given him the red and orange stone. Artie was overjoyed. Now they could leave, "But first to take care of some business." Artie snapped. Buddy agreed and landed down beside him and told Ilia to stay low.

Then he raised the stone up high which activated its magical force. The boys began to feel stronger and new magic coursing through them.

The lizard monsters were all coming at them at once. Buddy Rose decided to use his newest attack and grabbed his **_"VINE WHIP…!"_** and gripping it tightly, he began to feel more power and energy flowing through him powering up his whip. **_"WHIPLASH STRIKE…!"_** and he lashed his whip at the monsters, striking them hard, they all began to flare up and sparks flew from their bodies.

"My turn now…!" Artie said as he raised his staff over his head, and bean spinning it round and around like a propeller. **_"ARTFUL STAFF-SPIN…!" _**The spinning got faster and faster, and the sides of it began to flare with sparkling colors. Artie ran forward, still spinning the spear, and swung hard unleashing a wave of magic at the monsters. All the evil creatures continued sparking and exploding, then the all vanished in one massive bang and were gone.

Ilia leapt for joy. She was so glad the monsters were gone, but she pointed out. "She's coming back!" Serpentari was coming after them again shouting. "Give me that star stone!"

The boys decided it was time to leave, and since they couldn't leave poor Ilia behind, they were forced to take her with them. They sent out the signal, just as they were instructed, and soon all three of them were captured by a tube of bright light which carried up, up high, and back out into dimensional space.

Serpentari was furious!

…

Across the dimensional pathway the friends went "Where are we going…?" cried Ilia.

"Just hang on!" shouted Artie

As they continued to wander, Ilia could suddenly feel the force of something pulling her away, clear off Buddy's back and out into the voice of dimensional space. _"ILIA…!"_ the boys shouted, they tried to get her back, but the pull of the path they were traveling was too strong.

…

In Grand Ruler's palace, the portal was glowing madly, and in a bright flare, the boys emerged, and landed with a thud, and the stone doors closed tight behind them concealing the portal away. "No, wait!" cried Buddy Rose, but it was too late.

"Ilia…" cried Artie "Was she…?"

"She's perfectly fine, boys." said a voice from behind. It was The Grand Ruler, who was pleased that they had returned safely and with the second star stone. As they had witnessed, the power of that stone combined with the power they already possessed would allow them all to perform finishing moves whenever they would have to destroy or severely weaken bad guys.

As for Ilia, he had been observing things ever since the boys had left, and when he found out about Ilia, he used his golden horns to contact her father, the leader of Elfaron, who was so happy to hear she was safe. Grand Ruler used his magic to send Ilia to the dimension where her people were safe.

The boys were very relieved to hear that, and also relieved not to worry about Ilia and her kind. Their world was in ruin, but it was possible for them to rebuild and start over. That is… after assurance that Serpentari would never attack again!

Grand Ruler was just as concerned about that demon as well. He would caution all of Star Fleet both in and outside the kingdom to beware of their new enemy. It was no officially a race to find the remaining two star stones.

…

Leaving the star stone in Grand Ruler's possession, the boys headed down, home. Lightning and Krysta were delighted that they were back, especially since they had been gardening all day and were exhausted. "I guess some just don't have a green hoof." Buddy Rose joked "Come to think of it, neither do I. I'm red."

"What an adventure…!" sighed Artie. He had so many ideas and so many paintings to make to describe it. However, upon hearing the story, Lightning realized. "It's her! I know it is. Serpentari is that demon who killed my parents and destroyed Harmonious"

The boys felt horrible for Lightning, and so did Krysta. "Lightning…?" she said to him, but Lightning now had a look of sworn vengeance in his eyes. He now knew the creature that ruined his life was out there and causing more trouble and other creatures were suffering just like he and his kind did on Harmonious.

He looked down and saw a single twig almost in the shape of a serpent. Lightning narrowed his eyes at it and crushed it with his hoof. "Serpentari… beware! You will pay!" was all he could mutter.

…

As for Serpentari… she was still outraged that she missed a star stone. "They have not heard the last of me…!" she hissed deeply. Then she vanished, leaving the world…

After which, those same glowing red eyes shone in the darkness, and then faded!


	17. The Challenge: Part 1

**EPISODE SIXTEEN  
****(Part One)**

Lightning hadn't been able to sleep very well ever since he learned about Serpentari. He couldn't get that demon out of his mind and all that she had done to him and others. Now she wanted the star stones too… but why? Why were they so important to her that she had to go tearing through worlds and destroying innocent creatures?

And even if Lightning did manage to drift off to sleep, he would have recurring and haunting nightmares from his past, particularly the time he was coming home from school only to find Serpentari attacking his village and killing his family and friends, while he himself was powerless to do anything about it.

He would then wake up all sweaty and shaken, and finding it difficult to fall asleep again. He was starting to grow large bags under his eyes, and half the time found it hard to perform his duties or study due to his lack of rest.

Krysta was getting worried about Lightning that she made him an appointment with Penny for both a physical exam, and psychological therapy.

Penny had never seen anyone so stressed and agitated before, and decided the best thing for Lightning would be to give him special medicine to help ease him up so he could sleep better. She readied the shot. "This will help you keep your mind off the nightmares, but it might make you sleepy, so be careful."

Lightning sighed "Okay, Penny. You're the doctor." Lightning said. Then he felt the needle prick him, "Ouch…!"

"There! All done…" Penny said. Assessment

"Thanks for nothing." Lightning remarked. Krysta couldn't help but giggle, but she did point out. "It is for your own good. I hate seeing you all torn up like this."

Lightning thought it was sweet that she cared so much. "It's just… that demon killed my family, and everyone I cared for and I couldn't do anything about it then. I just feel so… lost and confused."

Penny understood how Lightning felt. It reminded her of the time she and her big sister were at their grandmother's. She was such a sweet old mare, who loved Penny and her sister, but one day, she got sick, and the doctors were barely able to save her even with magic, but she from that time on her grandmother was a cripple, for the rest of her life, and it broke Penny and her sister's hearts to see her in such a condition and knowing there was nothing they could do to make it all better then.

That's when Penny's sister went off to join Star Fleet, to protect others, and Penny decided to become a doctor and study medicine so she could take care of everyone and maybe even find cures for dangerous illnesses that others had trouble with.

"But I always know that it won't put things right with how I felt." Penny said "I learned not to let it get to me that much and you need to do the same. You may meet up with Serpentari, but don't let your hate and lust for revenge get to you. Avenging your loved ones won't bring them back."

Lightning agreed to try, "But I'm not promising anything." he joked.

…

Titan's minions had been training to master their knight powers for a long while, and they were getting stronger and better all the time. "Wow! I've never felt so strong before since… well… ever." chuckled Rep-Stallion as he smashed a solid rock to pieces with one swing of his double-bladed scythe.

They had also learned new projectile attacks, and Dementia was having a fun with those. "Mirror, Mirror on the wall, who's the prettiest and strongest of all?" she kept on saying to her reflection whenever she saw it.

"Are we ready now…?" Mysterious asked. The others nodded in agreement. "Star Fleet has made fools of us one too many times." growled Dementia.

Rep-Stallion ran his fingers across his scythe blades, "But what goes around… is about to about to come around."

All three of them laughed manically.

…

Lightning spent the day at home trying to catch up on his rest, as ordered by Penny.

"Feel any better yet?" Krysta asked.

"Well… I do feel less agitated." Lightning answered "But I don't feel tired. If anything, I feel bored. I don't even feel like studying."

This almost made Krysta faint. She never thought she'd ever hear him say that about his studies. Just then, there was a knock at the door. Lightning got up to answer it. It was Starla. "Hi, Lightning…" she said.

"Starla…" Lightning said shyly. "Um… what brings you here?"

"I heard you weren't feeling to great today, and thought I'd check up on you." Starla said "I mean… I'm sorry if I disturbed you but."

"No, no, no! You didn't." Lightning quickly said.

They were suddenly gazing into each other's eyes, and both turned away giggling and blushing softly. Krysta just rolled her eyes at how typical they were acting. "Why don't they just go for it already?" she said, but she said it to herself.

After Starla left and promised to check up on Lightning after work… Krysta couldn't help but say "Lightning… don't you think you and Starla should stop kidding yourselves?"

Lightning was confused. "What do you mean?"

Krysta explained that he and Starla had such great times together and were obviously getting warmer with each other with every time. "Why don't you just ask her to be your mare-friend?"

Lightning's face turned red and he almost felt stressed out but the medicine helped him not panic. However, he decided not to deny it. He had been thinking about it for a while, but kept on deciding against it. Not just because he was nervous and things like that, but also because of the dangers…!

Life in Star Fleet was always pretty rough for the both of them. Always having to fend off against evil forces and risking their lives in so many ways, and many Star Fleet members had lost friends or family were part of the force, which was part of the reason why some of them wanted to join.

"I just don't know." Lightning said "Starla's a great fighter, and so am I but… all I'm saying is… what if, in the unlikely events something happen to one of us, and I'm worried it'd most likely be me since I can't do magic like she can. I don't want her to spend the rest of her life worrying over me like that… she doesn't deserve it."

Krysta felt touched by how much Lightning showed his concern, but she implied that he was overreacting. "I'm sure Starla understands that. She's already pretty concerned about you when she just checked up on you."

Lightning realized maybe that was true, but he was still feeling rather shy. "I just don't think I'm ready to ask her yet."

Krysta understood and promised she wouldn't try to force him this time. Lightning smiled at her. "Thanks, Krysta."

Suddenly, the sounds of wicked evil laugher echoed from above as the skies went dark. "Oh no…! What now…?" grumbled Lightning as he and Krysta looked way up. There, in the skies above the kingdom, were images of Titan's minions, all in their knight forms.

_"Attention, Lightning Dawn…!"_ Mysterious hissed _"We know that you can hear us. So listen carefully…"_The minions had challenged Lightning and his friends to a duel. _"Meet us by the shrine at the top of Blacktop Mountain after sundown tonight!"_ said Rep-Stallion. _"We've prepared an extra special battlefield just for this occasion." _Dementia stepped forward _"…And believe us… when we say that refusal to accept our challenge is unacceptable."_ She waved her hand and the images faded into images of the whole kingdom in grave peril. Fires, storms, freeze-ups…!

Lightning and Krysta couldn't blink. What a horrible sight it was! Soon, the images soon faded and the minions promised that if Lightning and friends didn't show up and accept the duel they would do just as they had seen to the kingdom, this time… for real! _"Sundown, Star Fleet…!" _snapped Mysterious _"What shall it be? Think it over… but not too long."_

The images faded, and the skies were clear. So many unicorns around the kingdom had already fallen into panic and were preparing for an obvious lockdown at sunset. "Krysta…?"

"Lightning, No!" cried Krysta, but Lightning wouldn't take that answer.

…

The minions snickered wickedly, and had a feeling that Lightning and friends would accept the challenge, and once things were all in place would they launch the next step of their plan, and right behind them all, were rows of hundreds f eyes glowing in the dark and the hissing and growling of what sounded like many monsters.

…

Before long a meeting was held at Lightning's house. All their friends, the official Star Fleet team, were there. Buddy Rose, Artie, Rhymey, Dyno and Myte, and Starla too. They all had seen and heard the threat from the minions, and were willing to accept the challenge, but many of them tried to persuade Lightning not too as they were all well aware of his restlessness, which greatly annoyed him. "Why is everyone so concerned about by welfare when we have a greater threat on our hoofs here?" he barked. He apologized quickly for snapping and pointed out that minions wanted them all to come. "I'm going with you all and that's that."

"It's a chance that we must not miss,  
They'll destroy our kingdom, that's their promise." said Rhymey.

The twins, however, wondered about something. "How do we know this isn't another trick…?" asked Dyno. _"Si…! _What if they just turned around and blow up our home anyway?" added Myte.

Nobody else thought of that either, and were all now very concerned, but just then, a letter appeared from The Grand ruler. "What does it say?" asked Artie. Lightning read the letter aloud…

_Dear Lightning…_

_No doubt in my mind you and your friends are eager to accept the challenge, however, you mustn't fear for the safety of the kingdom. If the minions dare to try anything, I shall be ready for them along with my vast legion of well-trained guards._

_My only regret is that I will not be able to assist you in battle, but know that I have faith in you and your friends. I always have, and always will. Just remember what you are fighting for, and keep your wits about you._

_We are all counting on you my faithful student. You and your friends will make us proud, I know it, and feel it._

_Good luck to you all!_

_Your caring mentor: The Grand Ruler._

So that was it then! At least a part of their worries were eased, but some of them were very concerned about the battle. After all, it seemed obvious that they had mastered their new powers and it wasn't known just how much stronger they were now. "We were hardly able to beat them the last time." Buddy Rose pointed out "Who knows what new tricks they've got."

Keeping in mind, however, they themselves had been training well for the fight, and had absorbed the power of two star stones. They were now stronger, faster, and all the others could perform finishing attacks like Lightning. The way any of them saw it… at least this fight would be somewhat interesting.

"Okay then…" Lightning said. "We go." he put his hoof in the center, and everyone else put their hooves on top of one another, and Krysta stood on the very top.

With that decided, by sunset… all the unicorns were in their shelters and told to remain there until further notice.

While Lightning and his friends all transformed into battle mode and headed off for Blacktop Mountain. Along the way, Starla looked pretty nervous about something other than the upcoming battle. "Stalra…? You okay…?" asked Lightning. Starla seemed really nervous something. "Lightning… I…" she choked on her words and then decided "Never mind…" and she sped a little on ahead almost as if she were trying not to give something away to him.

"What was that about…?" Lightning wondered aloud.

Krysta, however, had a feeling what was on Starla's mind. She only wondered how long it would take Lightning to get the message, but she promised not to interfere, so she kept quiet.

…

It was getting dark out as the sun continued to sink below the horizon by the power of Grand Ruler's magic. Titan's minions, in the regular forms, were already at the Peak of Blacktop Mountain and patiently awaiting the arrival of their enemies. "It won't be much longer now." hissed Mysterious.

"Well I wish they'd hurry." groaned Rep-Stallion "I want to have at these little pests and teach them a lesson they won't soon forget."

"And don't forget the other part of our plan…" said Dementia "As soon as we have them all in our sights, we'll unleash the-"

"Yes…! We know." Mysterious interrupted. Dementia hated it when others interrupted her.

…

The team were already soaring over Violet Swamp, one by one they met with their friends until the gang was all together. They soared over the thickets and brambles of the swamp and could see the mountain up ahead. "Let's go…!" shouted Lightning, and everyone headed straight for the top landing near the shrine where their adventures first began.

The gang all looked around. "Where are they…?" asked Dyno.

"They better not have set us up…!" snapped Myte.

That's when the sound of the minions' laughter was heard. "Well, well… right on time." hissed Mysterious. Then, the area began to warp around everyone. "Hey…! What's going on?" called Buddy-Rose.

"This is like some scary book!  
I don't think that I can look!" cried Rhymey.

In a quick flash, they all had vanished from sight…

…

They suddenly landed with a thud in a dark and eerie place. Dark grounds, dark skies. It was all dark! Bits and pieces and mounts of rubble, and corpses and skeletons. Small fog layers, eerie winds, a large castle! Lightning and thunder shaking the skies…!

Dyno and Myte jumped and held each other fearfully whimpering _"No Me Gusta! No Me Gusta!"_

"What is this place…?" cried Starla "This isn't Unicornicopia."

The minions' were heard laughing again! The gang turned round and there they were standing on a tall pile of rocks. "Welcome to our homeland." hissed Mysterious.

"Homeland…?" asked Lightning "You mean this is…?"

Krysta's entire mind went in awe, "The Dimension of Darkness…!" This was the devastated and decaying ruin of Titan's original home-world, the planet Edenite, and all the corpses and rubble were all ruins and leftovers from when Titan destroyed it all and changed the world into the shadow nightmare it was now. The very place he had spent one-thousand years a prisoner when The Grand Ruler had sealed him away. It couldn't have been any other place. "Feel free to have a look around…" sniggered Dementia "This will be the last place you ever see… alive!"

The team huddled close together. "We don't care what tricks you're up to!" snapped Lightning "We'll take you down and then find our way back home."

The minions exchanged looks at each other and then laughed hysterically. "What are they laughing about now?" Buddy Rose wanted to know.

The minions explained that, even if by some miracle they survived, they wouldn't have a home to go back to, and they explained why. They had purposely lead them all to this dimension knowing that without all of them in Unicornicopia, there wouldn't be as much trouble for them to send their main fleet into action.

"Main fleet…?" asked Krysta.

The minions nodded and explained that they had discovered Lord Titan's secret of conjuring puppet clones, and had used that very magic to conjure many, many clones of themselves. Impossible to believe, they created a vast army of clones, almost over ten-thousand, and even as they spoke, those clones were on their way to Unicornicopia to blast it to bits.

The team gasped in horror…

…

And even then… the minions vast armada of puppet clones had already began to materialize in the kingdom and made their way towards the major villages and towns. The force fields were raised around the shelters and Grand Ruler sent his guards into action, while he himself did all he could to protect the homes and the civilian unicorns inside them, and even battles some of the puppets himself.

They all did their best, but for each puppet they managed to destroy, two more appeared, but they kept on doing what they could.

…

"I know The Grand Ruler will keep your puppets at bay." snapped Lightning "You're plan will never work."

"Yeah…? Well, say it _is_ going to work." said Rep-Stallion.

"There's no running away this time." said Dementia "This is a fight to the end."

"Now… enough chitchat! It's time for battle!" snapped Mysterious. Then he and his teammates transformed into their knight forms, and let the others charge up their powers and ready their weapons. "Well… this is it." said Lightning "Let's get them!"

The others all agreed and dashed forth like an army of soldiers charging. The minions stood where they were, not even moving and the gang seemingly jumped on them and began to attack full force, but when the dust had settled. _"Huh…?"_ all they had done was hacked away at the pile of rocks, and the minions were nowhere to be seen.

"Where'd they go?" asked Starla.

"I don't know…" Rhymey said.

Mysterious waited while hiding in the shadows, thanks to mastering his powers, he could blend in with the darkness around him and hide easier and then, with almost no warning, he leapt forth just in time for everyone to see him, **_"SMOKE OF PAIN…!"_** fire powerful blasts of smoky dark magic straight at them, that exploded on contact, knocking them all down.

"As Brain would say…" groaned Lightning _"Well… now who's a fool?"_

The other two appeared beside him snickering. "Did you miss us…?" Dementia mocked. The gang went at them again only to miss and be shot by Rep-Stallion's **_"BOLT OF THUNDER…!" _**an attack that let him fire electrified pulses from his scythe. Everyone jumped out of the way just in time.

This was getting them nowhere. Every time they tried to even find the minions to even try and attack them the same thing happened. "I say we split up." suggested Lightning.

Some of the other didn't like that idea. "Split up? Are you mad?" asked Dyno.

"We have to stick together, and form a plan." added Myte.

"Oh, sure, this is a great plan." snapped Starla "…staying in one place so they can get at us more easily…!"

Unable to argue with that… the team split up a bit. _Lighting also yawned a little._ "Are you okay?" asked Krysta.

"I'm fine."

"They've split up." hissed Mysterious.

"Heh, heh… just like we hoped." chuckled Rep.

"And now the real fun begins." Dementia said then laughed, and they split up to attack each team.

Dementia went after Starla and the twins.

Rep went after Rhymey, Buddy, and Artie.

This left Mysterious to handle Lightning and Krysta. "This should be over soon." hissed Mysterious.

"Not as soon as you think…!" snapped Krysta "Ready, Lightning…?"

Lightning yawned again, but answered "You bet!" and he dashed forth, only to have Mysterious kick him hard in his armor. "UGH…!" and sent him skidding along the ground into a rotted tree.

"Lightning!" shrieked Krysta.

Lightning looked as if he had been knocked unconscious, Mysterious just laughed at how pitiful Lightning's attempt was… until Lightning bolted upright, with a smirking grin, much to his annoyance. "Looks, like you have gotten stronger…" Lightning teased, "But so HAVE WE…!" and he dashed forward faster than ever and bashed right into Mysterious sending him sailing onto a pile of rubble!

"All right, Lightning…!" Krysta cheered.

Lightning smiled, but he yawned yet again. This was starting to get worrisome, but now wasn't the time to concern about it. Mysterious had gotten up, and didn't seem harmed at all. "Very impressive." he hissed "Perhaps I underestimated you… or perhaps I HAVEN'T…!" and the fight continued.

Meanwhile, Rep-Stallion was showing off his new and improved swiftness by parrying his scythe against Rhymey's sword and Artie's spear. Two against one and he made the odds look equal. Even when a struggle was engaged, and Rep managed kick the both of them aside.

"Hey…!" snapped Buddy Rose "No one does that to my friends! **_VINE WHIP…!"_** and using his whip, he yanked the scythe out of Rep-Stallion's hands and grabbed it himself. "Ha-Ha! Looks the tables have turned! I got your weapon now." But Rep-Stallion didn't seem the least bit concerned. "Who has what…?" he growled as he stuck out his arms and his hands glowed bright. The scythe began sparking and shocking Buddy hard that he was forced to let go, and the weapon returned to Rep. "It looks like the tables have turned again, and my weapon is back with me. I'd never let it fall into the hands of anyone else… especially to the likes of you!"

Buddy got back up after his shocking, and Rhymey and Artie came to his side. "We're not done with you yet!" snapped Artie.

"This battle's not through yet!" rhymed Rhymey as he gripped his sword tight, and as their battle continued…

Starla and the twins weren't having much luck either, so many times they had launched their attacks, but Dementia's swiftness and defences proved to be a bit much. Most of the attacks just missed her and those that hit her only made her angrier. "Do you know how long I spent shinning my armor?" she scolded, and she fired her newest projectiles in outrage, **_"COLDNESS OF DESTRUCTION…!"_**

She fired a swarm of ice shards at the others, "Jump!" cried Starla as she and the twins leapt out of the way as the ice flew past them and completely froze a pile of fallen trees and rubble. _"Aye-Aye-Aye! Hace Frio!"_ cried Dyno.

Both he and Myte were angry now, and thought they'd try a **_"SHOCK ROCK WAVE!"_** They slammed the ground, but their attack didn't work. No rock wave was formed. "Don't waste your efforts!" snapped Dementia. "The ground here isn't like yours back at home. It's littered with the bones and essences of the life-forms that once existed here."

The twins realized she was right. "Our ground attacks are useless…!" cried Myte

"Well my attacks aren't!" said Starla **_"STARLIGHT ARROW…!"_** but Dementia just teleported, out of the way, and appeared right before Starla, punching her hard across the face "AH…!" knocking her down!

Lightning saw this, "Starla…!" he shouted! Then he got hit from behind by Mysterious' blasts. "AA-AAH…!"

Krysta hovered in and repelled the rest of the blasts with her defensive barriers, but the blasts were so hard she could hardly stand them herself. Then she noticed Lightning hadn't gotten up yet. "Lightning…? Lightning… what's wrong?"

Lightning didn't seem to have the strength to get up, despite not being hurt even from the last attack. "I… I don't know!" he said through a yawn "I feel so… dopey… drow….sy!" Then he drifted off into a deep, deep sleep. "Lightning…? Lightning!" cried Krysta.

Everyone else could see him. Lightning was just lying flat on the ground, hardly moving at all…!

…

While in Unicornicopia, the puppets were appearing faster and in larger numbers than the guards could take them out. Even Grand Ruler was starting have difficulty maintaining the shields around the shelters, where the civilian unicorns were all panicking, and children were crying in fear.

"Your majesty!" one of the guards called up to him "We cannot keep this up forever!"

Grand Ruler was aware of this, but he also worried about Lightning. "I hope he is alright!"

**_To Be Continued…_**


	18. The Challenge: Part 2

**EPISODE SEVENTEEN  
****(Part Two)**

The gang huddled together, and the minions stood side-by-side. Lightning was still sleeping deeply, much to the gang's upset, but to the minions' delight. "Poor thing…" hissed Mysterious "Guess he's reached the end of his rope." added Rep-Stallion

The others tried to wake Lightning up, but he was really passed out. Krysta then realized what was going on when Lightning went to see Penny, and she gave him that medicine. _"It might make you sleepy."_

"Lightning… please, wake up!" cried Starla.

"Come on, _amigo!"_ cried Dyno… but Lightning hardly even moved.

The gang also realized that they had all huddled into one group again, which made them easy targets for their enemies. "Who should we take out first….?" Dementia teased. "All of you…!"

The gang were in trouble now, but they couldn't just run off while Lightning was down. "I have an idea…" Buddy Rose whispered to the others, and told them his plan. "Okay, get ready…!"

The minions readied their most powerful attacks…

**_"DANCE OF ICE…!"_**

**_"THE BITE OF LIGHTNING…!"_**

**_"THE HAMMER OF EVIL…!"_**

Right as they fired their attacks, Buddy quickly leapt up, **_"PETAL DANCE…!"_** he launched his attack numerous times until he had created an entire wall of razor-leaves around the team making it hard to see them, but the minions didn't car and just launched their attacks all at once. The forces struck the wall so hard making a powerful explosion.

The minions were overjoyed thing they had finally done it, but when the dust had cleared, there was no sign of the team's shattered remains. "They're gone!" cried Dementia. Rep-Stallion angrily slammed his scythe hard. "They outwitted us again!" Mysterious, too, was annoyed. "They must be around here somewhere." He said "Remember, they can't leave here. We'll find them, even if we have to tear this derelict dimension apart piece by piece!"

They spread out and began blowing up and attacking anyplace that could remotely serve as a general hiding spot, but the gang had actually retreated to the foyer of Titan's castle. The one place they hoped the minions wouldn't dare to attack.

…

In Unicornicopia, Grand Ruler had sent out a inter-dimensional call to his other Star Fleet legions in other worlds to send for reinforcements, every available soldier they could send… but it was going to take a while for them all to make it, so he and his guards would have to continue holding off the puppets themselves a while longer.

Some of the shields around the shelters were weakening, and Grand Ruler used his powers to reenergize them, but having done it so many times to many shields already was starting to weaken him.

"Sire, are you alright?" asked a guard.

"I'll be fine!" Grand Ruler said and then he shouted "Look out!" as another swarm of puppets came in. The guards continued to battle, but they didn't know how much longer they could keep it up, and Grand Ruler was still worried, "Lightning…!"

…

Lightning was still sleeping deeply under the effects of Penny's medicine, and the others needed time to rest and think. The minions had certainly lead them into a well laid trap, sending them to this dimension where their powers were much stronger, while some of their magic wouldn't work. "Just look at them out there…" said Artie. Everyone gazed outside watching the minions blast more chunks and piles of dead trees and rocks away. They're powers seemed just as strong as ever, even after all that had happened outside during the battle.

"Come on out…!" roared Rep-Stallion "We'll find you!" He sliced the remains of trees down, and blew up more rocks.

"Where it comes from we want to know…  
How can they just keep going like so?" asked Rhymey.

The others didn't know and were too busy trying to wake Lightning up. He managed to get his eyes open at least. "Guys…?" he groaned softly "What's going on…? I feel so… heavy… and weak!"

"You're just sleepy from Penny's medicine." said Krysta "That's why you feel weak."

Lightning struggled to stand, but he felt as if he had a huge boulder rest on his back and slumped back down. "Shh…! Quiet…!" snapped Starla "They'll hear us out there."

The minions heard nothing and continued to search. "You're beginning to make us angry!" snarled Dementia as she fired more ice shards and she almost struck the castle off in the distance. "No!" Mysterious thundered as he intercepted her blast with his own power. Then he gave her an angry look!

Dementia apologized. "I forgot."

…

"Did you see that…?" asked Dyno.

_"Si,_ I did…! That ice shard could've come this way." said Myte.

Obviously the minions didn't want the castle to get blasted, but why was that? "There must be something very important in here." said Starla. "But what is it, and where is it?"

Just the foyer seemed large enough to hide so many things in so many places. Lightning, still woozy, managed to stand up. "Maybe… we should go in deeper?" he suggested, and seeing no other option and it would do well for Lightning to move around and shake his drowsiness away, they ventured forth into Titan's castle.

…

Outside, Rep-Stallion asked the others "What if they really are in the castle? Maybe they know about… you know…?"

Dementia grabbed him, "Don't be an idiot! No one would dare venture into the depths of the master's castle."

Mysterious wasn't too sure about that, though. "Still… it is a possibility." He said "I think we'll play a waiting game."

…

Even with Kyrsta's fairy glow, and the lit torches along the walls, the inside of the castle was dark and creepy. Cobwebs and piles of dust and mold everywhere they looked, water dripping down from above and bits of dead bones along the floor. Starla stepped on a few "Ugh! Gross…!" she murmured.

Every once in a while, one of the others would ask if Lightning was okay "I'm fine!" he would say annoyingly. Then he let out a yawn, "At least I think I will be…"

That was the least of their problems- They now were facing an area with many doors and pathways. "Which way should we go now…?" asked Buddy Rose. The best they could all do was split up. Starla and Krysta would remain with Lightning to help him out.

Artie handed everyone a small paintbrush, and a small jar of white paint each. "We'll draw arrows along the walls in case we get lost."

Then, everyone picked a doorway and headed through. Some ways lead upwards, others went deeper into the bowls of the world, and some just kept going straight ahead. "Hello…?" cried Krysta "Is anyone here?"

…

Poor Rhymey felt his hind legs quivering.

"Oh dear…!

I'm in fear." He whimpered. Then suddenly, something spooked him.

"I see something moving to and fro…!" Then he realized, "Oh silly me… it's just my shadow."

As frightful as he felt, he pressed on.

…

Dyno and Myte almost felt right at home in the mines, but it was never this dark and spooky. At least they had their miner's hats to give some light. Suddenly, Dyno felt as if he were walking on wood. "Myte… do you feel that?" he asked.

His brother nodded. "The floor was stone, now it's wood?"

Then suddenly the floor opened wide, as it was really a trap door, and the twins fell through, shrieking. Their shriek echoed throughout the castle, alarming the others.

Rhymey quivered in fear.

"Mercy me…!  
I BELIEIVE I SHOULD FLEE…!" and he ran as fast as he could down the tunnel.

…

"What's that…?" asked Buddy Rose.

"I don't think we want to know." cried Artie. They continued to walk forward, and suddenly slipped on a steep slope sending them both sliding down and away!

…

"Okay…!" Lightning cried "I think wide awake now."

"Good…!" cried Krysta "Because I think we should…"

"RUN…!" cried Starla, and all of them began to dash ahead, and up ahead were three doorways, each of them dashed through one completely separating from one another.

Dyno and Myte were falling, Buddy Rose and Artie were sliding, and all the others were running feeling scared out of their wits, somehow they all wound up crashed into each other… and lay on the ground right back in the room where they started. All the paths lead them right back. "Now I'm really wide awake!" Lightning grunted annoyingly.

As everyone got up, they felt really silly, falling for all those traps.

"This just will not do.  
This won't work out for me and you." Rhymey said.

"What do we do now?" asked Artie "There's no point in trying the paths again. We'll just end up back here."

The twins began to feel along the walls. "What are you two doing…?" asked Krysta, the twins didn't answer but just kept feeling along the walls, and tapping the stones. Suddenly, Myte reached up and grabbed hold of a torch holder, which moved like a lever. "Ah…! _Esso Es!"_ he chirped with glee as the wall near him began to slide open revealing a hidden way to a flight of stairs. "Just like at home, Si." said Dyno.

"Way to go, boys!" said Lightning "Come on, let's go."

Everyone dashed up, up, up the long flight of curving stairs up into the castle keep. They felt a little tired after running all the way to the top. "Whew…! Now I see why the minions always teleport." groaned Artie.

Nevertheless, they had reached what appeared to be Titan's old throne room, and the sight of Titan's old massive throne was almost breathtaking. "Even the Grand Ruler's throne isn't this big." remarked Lightning.

Krysta flew round, and around the throne as she flew to the top then back down again. She landed on the seat and walked around a bit, but something felt strange to her. "Krysta… what's wrong?" asked Lightning.

"I feel something…" answered Krysta "Something below here is giving a vibration."

Starla walked over and place one of her front hooves over the seat. "I feel it…" she said. The other all walked over to see if she was right, but then Rhymey felt one of his hooves press down on a stone which was a floor-switch.

The area around the throne began to rumble and quake. "Rhymey… what have you done…?" asked Lightning.

"Oh…  
…No!" whimpered Rhymey

Suddenly, the throne began to move. "Hey…!" cried Krysta and she leapt off of it and everyone else backed away. "Look…!" cried Buddy Rose as something was rising up from where the throne was resting before, it was a giant glowing sphere.

"What is it?" asked Starla.

That's when the sphere raised up, and began to fly around in circles, and then it flew straight through an open window and headed outside. "Let's go after it." said Lightning.

They all flew up and out the window, chasing the sphere, not realizing where they were going at first until they ran right into the minions again. "Well, well…" hissed Mysterious as he held the sphere and tucked it away in his armor.

"Did you enjoy your tour of the master's castle?" Dementia snickered.

The others had almost forgotten why they had come in the first place. "No more games!" Lightning said "I think it's time we finish what we started."

"Funny… we were thinking the same thing." snapped Rep-Stallion as he gripped his scythe. The gang readied themselves, drew out their weapons, and charged up.

"Go…!" shouted Lightning. At his shout, the gang split up and attacked the minions just like before. It was harder than ever to find a good place to hide because most of the trees and rocks had been blown up.

The battle seemed more equal this time as attacks and blows were sent and given, but the minions were still proving to be far too swift and strong. Their powers just never seemed to decrease or get weaker, no matter what they did.

As for the gang, some of their attacks still didn't work because of the unstable conditions of the dimension, and Lightning couldn't summon the rainbow rod as it couldn't travel between realms. "You… won't win…!" growled Lightning. "We shall see…!" hissed Mysterious.

Rhymey and Artie's weapons were starting to get scraped and scratched, while Rep-Stallion's scythe had hardly a dent in it, and Dementia's ice powers were making it hard for others.

Dyno and Myte tried to rush her from different ends, but she flipped out of the way causing the twins to ram into each other. _"Did we… get her...?" _they both said feeling dizzy.

Dementia just had to laugh, but Starla didn't think it funny. "Oh yeah?" she growled, and lunged at Dementia trying to land one good bash, but she dodged each and every one of them and kicked her hard sending her back and right into Lightning, knocking him down.

"Starla…!" cried Lightning a she got up "Are you okay…?"

"Yeah… I'm alright." She answered

"This is crazy! We're not getting anywhere." Krysta said. The others huddled together.

"We've fought the best we can,  
But I say we need a new plan." panted Rhymey

The minions laughed as the slowly crept forth "There's nothing _you _can plan…" hissed Mysterious. "There's nothing _you_ can do." He reached into his armor and held out the glowing sphere. "We have all the magic… we have all the power… and now we have you in _our_ grasp! Also, how do you think your kingdom is faring?"

The team suddenly remembered. _"THE KINGDOM…!"_

_…_

The puppets just wouldn't stop coming, and the guards were all starting to lose focus. Worse, the shields are all beginning to weaken, and Grand Ruler starting to run low on magic for using too much intense power for so long as well as battling some of the monsters himself.

"I… must keep trying!" he said to himself and using all he had, he gave the shields more power, but that was defiantly the last of what he could give them without putting himself in extreme risk.

"Your majesty!" cried a guard as he pointed up at the sky as small portals began to open and a vast armada of Star Fleet unicorns came soaring from above. "They've made it!" cried Grand Ruler.

The battle was finally evened out a little, and it would give the Grand Ruler a chance to rest a short while to recharge his power so he could keep feeding the shields. He also now realized what he could do to help Lightning and his friends.

…

Lightning was very worried about the kingdom, and what he would give to topple the minions and race back. Suddenly, he remembered how during the fight everyone was bumping into one another. He was beginning to have an idea. "Any last words…?" asked Rep-Stallion as he held his scythe high. "Make it fast…!" snapped Dementia.

"Yeah…" Lightning said "Everyone spread out…!" the others felt confused at first, but did as they were told. The minions were losing their patience and spread out to continue the fight.

"What are you doing…?" asked Starla

"Just trust me!" Lightning said and then he ran back towards the minions. "What is he up to?" Krysta wondered aloud. Then they all noticed that Lightning was standing directly with minions all standing around him in a ring. "I give up!" he then said.

_"WHAT...?"_ everyone shouted.

"You're right, we can't beat you, but I don't want any more trouble. Take me, but let my friends go."

"Lightning… No!" cried Krysta.

"What are you doing?" called Dyno.

Dementia felt she was going to faint. "Somebody, pinch me." She chuckled.

"You're offering yourself to us…?" asked Rep-Stallion in disbelief.

Lightning nodded. "I'll do anything you want as long as you let them go."

Mysterious thought it over for a moment, "Well… as tempting as that would sound, I'm afraid we must refuse."

"That's right!" growled Rep-Stallion "We swore we'd get rid of all of you, and that's just what we'll do."

Dementia nodded, "You destroyed our master, Titan, and now we'll return the favor. Starting with you, Lightning Dawn…!"

The minions charged up ready to fire, and Lightning had no place to run. "And now… goodbye!" roared Mysterious as he and the other minions fired, that's when Lightning spread out his wings and flew straight up, casing the minions to miss them and strike each other instead!

"Ha, ha…!" Lightning laughed from above, "It works!" and his friends caught on with his plan. "If we can't beat them ourselves…" said Buddy Rose.

"Maybe… we can get them to beat each other!" said Artie.

The others agreed and the battle was on again.

Krysta fluttered round Rep-Stallion and near his face like a fly "Bet you can't hit me here…" she teased. "Why you puny pixie!" growled Rep and he launched his **_"BOLT OF THUNDER…!"_** straight at Krysta, but she dodged it and the blast collided into Dementia, too late for her to raise her defense. "AAA-AAH…!"

"Oh…!" cried Rep "Dementia… I… I!"

"Watch where you're aiming?" she shouted at him.

"Hey it wasn't my fault!"

While they bickered and quarrelled, Starla and Rhymey decided to launch an attack.

**_"STAR SHOWER…!"_**

**_"DRILL QUILL…!"_**

The two minions were hit hard and went after Starla and Rhymey, but they stepped out of the way at the last minute causing Rep and Dementia to ram into Mysterious hard. "You fools!" growled Mysterious.

Another quarrel erupted, and Dyno and Myte saw their chance and launched their**_ "BOOM-BOOM FIRE…!"_** and bombarded the minions hard with powerful stream of flames. The glowing sphere also slipped out of Mysterious' possession and Krysta managed to grab it and levitate it with her power.

"Look what you two have done!" roared Mysterious.

"We…?" snapped Dementia

"What about you…?" growled Rep

They broke out into such a quarrel and even began to fight each other, weakening themselves even further. The gang realized this was the perfect chance for them to attack with all they had. "It's time to end this…!" Lightning growled "Once… and… FOR ALL…!"

That's when his horn began to glow and he was summoning up the uniforce, which alerted the minions. "Guys…!" cried Rep, the others looked up just in time as the other launched their strongest attacks.

Rhymey's sword was charged up and glowing strong, **_"THRASH SLASH!"_**

**_"ARTFUL STAFF-SPIN…!" _**Artie was whirling his staff. They both slashed hard, knocking the armor clear off the minions.

Then Starla went next, and clutched hew bow tight, ready to perform her new strongest attack. **_"GALACTIC PROJECTILE…!"_** and her powerful arrow knocked the minions' helmets off.

"My turn…!" Lightning roared as he stood tall and proud, bathed in glowing light and recited the chant and unleashed the **_"…UNIFORCE!"_** The minions tried to run, but were struck full force and screamed loudly.

Then Lightning and his friends all charged one more time. "Let's get them!" shouted Lightning. "All together now…!" and at his word, everyone let out their strongest attacks all at once…!

**_"WHIPLASH STRIKE…!"_**

**_"ARTFUL STAFF-SPIN…!"_**

**_"THRASH SLASH…!"_**

**_"GALACTIC PROJECTILE…!"_**

**_"BOOM-BOOM FIRE…!"_**

**_"UNIFORCE...!"_**

The minions had never been hit so hard, almost like colliding into a giant meteor, and they felt their magic powers begin to die out, as their knight forms starting to spark and flare-up. They transformed back into their regular forms as, what appeared to be, the magic of their three knight forms rising into the sky like souls leaving the body, flare and sparking wildly. They combined together in one big sphere and exploded in a great ball of fire!

…

With Knight's power gone, as the puppets were created from the very same source, all the evil puppets in Unicornicopia suddenly stopped fighting and their bodies began to disintegrate into piles of ash.

The fighters and guards began to cheer for joy, and Grand Ruler could see everything. _"Lightning!"_ he said in this thoughts, _"You've done it!"_

The team jumped for joy and cheered with delight, while the minions could only grieve over such devastation and humiliation…

"We… we lost!" Mysterious cried.

"It's all over…" added Rep

"No! Impossible!" cried Dementia.

They really blew it this time, and felt it was finally officially that they had lost for good. "Master Titan…" Mysterious whispered under his breath, and he shut his eyes tight and picturing images of Titan in the darkness, "We… have failed you!"

The gang was still cheering, but then something caught their attention. A portal gateway had opened, and The Grand Ruler's voice called out. _"Lightning…! Are you there…?"_

Lightning answered his master's call. "Yes, we're here."

_"Quickly everyone…"_ Grand Ruler said _"Come through this gate. Hurry, it will not hold for much longer."_

_"Andale, amigos!"_ cried Dyno.

"Let's go!" added Myte.

"Wait…!" snapped Lightning "We go… but we're taking the minions with us. They've caused us enough trouble for one lifetime."

His friends couldn't agree more, but when they turned to face where the minions were. "Hey!" cried Buddy Rose, "They're gone!"

Sure enough, the minions were nowhere to be seen. They had slipped off to somewhere when everyone's backs were turned. Still, there was no point in worry about that now.

…

Once back in Unicornicopa, everyone settled down and relaxed to a wonderful celebration in Rainbow City. Grand Ruler was very, very pleased with everyone for their efforts, not only for going beyond the call of duty and seemingly put Titan's minions out of commission, but they had also found half of a star stone.

The glowing sphere they had found in the castle was in fact a defensive shell of soft magic that kept half a star stone, the green part, intact. This was what was supporting the evil powers that the minions had all this time.

"But… how did it end up in Titan's castle?" Lightning asked.

Even his master didn't know the answer to that, but one thing was certain, it was now imperative they all continue to search from the remaining whole stone and the other half of the part they had just found. Even with Titan's minions out of action, there were still other, more powerful evils still were lurking out there. "Our mission has not been fulfilled. Take good care, everyone, and never let your guard down."

Everyone bowed to their ruler. That's when the many Star Fleet fighters left through the portal in the palace to return to their posts on their respective planets, and Lightning and friends all decided to head home for some much needed rest, they had a very exhausting night.

Lightning and Krysta escorted Starla home to the library, and her tower. "Starla…?" asked Lightning.

"Hmm…?"

"I…! I uh…" he just couldn't bring himself to tell her once again, "Goodnight, Starla." Then he left. "Goodnight, Lightning." she whispered, and she didn't stop staring at him until he was out of sight.

"Why didn't you tell her?" Krysta asked.

"I just couldn't do it." Lightning said "It didn't feel like the right time."

Krysta sighed and rolled her eyes. She was still waiting impatiently for him to suck it up and tell Starla how he really felt. "Lightning… what am I going to do with you?"


	19. Queen Krystalline

**EPISODE EIGHTEEN**

It was almost dawn. Most of the unicorns across Unicornicopia were still sleeping, and the only ones who weren't asleep were the night guards finishing their patrol. Soon The Grand Ruler would raise the sun to start a new day, when in a small meadow near Rainbow City, a bright flash of light sparked, and a little man, about Krysta's size with fairy wings appeared. "I made it…" he said "This is where I will find her. I hope." Then he fluttered off along his way…

While at the same time, Grand Ruler was already awakening in his grand master bedroom within his floating palace. He stretched out and rubbed his eyes awake, and soon he was out soaring high above his kingdom. His golden wings and horns were glowing brightly. "Wakey-Wakey everyone…!" he said soothingly. "Time to start a brand new day…!"

With the wave of his golden wings, and sound of his voice, the sun was beginning to rise…

At the same time, every unicorn was starting to feel the warmth and goodness of the morning and began to stir from their beds. Lightning and Krysta were just waking up too. Krysta let out a tiny little yawn as she fluttered out of her little house near Lighting's bed. "Morning…" she said.

Lightning smiled at his little friend "Just was I was about to say to you." He sure seemed to be in a good mood today, and why wouldn't he? It was a beautiful day, almost the kind where everything would go right… not too likely though, but it was still a nice morning.

Lightning opened his window, sniffed the morning air, and he and Krysta just felt like singing, and so they did. They sang a song about everything being so great, and grand, and how they were grateful to have each other by their sides, and as they left the house and headed for Rainbow City, a lot of other unicorns who were on their way to work, even the colts and fillies headed for school, joined in the song and dance. Grand Ruler even found a small moment to fly right over head and wave to everyone, and everyone was singing so warmly.

As soon as the song was over everyone went back to their own business.

Lightning and Krysta headed for Cookie Dough's for breakfast. Lightning and Krysta were finished, they felt so full and comfortable, they almost wished they didn't have to get up and leave. "Once again, Cookie Dough, your cooking has really made our day."

Cookie Dough thanked them, and then they left to head for work.

Suddenly, Krysta looked up. "Hmm…? Awe?" and she caught a glimpse of, what looked like, another fairy, flying across the rooftops. She was snapped out of her gaze when Lightning spoke to her, "Krysta…? What's the matter?"

"I thought I saw…" she turned to look back, but there was nothing there above the roofs anymore. "Never mind…"

…

As Lightning and Krysta worked, helping others out all day, Krysta couldn't forget what she thought she saw near the restaurant. She finally decided to tell Lightning. "You think you saw a fairy?" he asked "How can that be…?"

Krysta was just as baffled, but she was certain that she saw another fairy. "You know what…" Lightning said "I believe you."

"You… you do?" asked Krysta

"Of course…" replied Lightning "Many creatures of different shapes and sizes have entered this world before, and who knows… maybe we'll find who you saw and maybe even get the answers we've been searching for about you."

Krysta felt her hopes rising, but in the meantime, she and Lightning got back to work. The delivered some mail, they helped with some shipping, and helped out at the library again.

Then, as they were heading through the park, they decided to take a break and rest on a bench, when suddenly, they heard a small voice calling, "Help…! Help me…!"

They searched around and saw someone tiny, about Krysta's height, stuck in a mud puddle. Lightning pulled the little guy out. "Are you okay…?" he asked, but then he and Krysta realized he was a fairy! "Lightning, that's him. That's who I saw." Krysta said.

The other fairy's ears twitched at the sound of her voice. He turned round and gasped. "It's you…! It's really you!" he cried for joy. "Queen Krystalline, I've found you!"

_"Huh?"_ remarked Krysta and Lightning.

The other fairy then realized, "Oh, of course… I remember." He said, and then he kindly introduced himself as Mallow, and he was from the _Valley of Fairies, _located in a nearby dimension planet. "For so many years, Krystalline, we thought you were lost to us, but we never gave up hope that we would one day find you again."

Krysta was hardly able to believe any of this. "Your majesty…? You don't remember?" asked Mallow. Krysta shook her head, and Mallow found this to be most disturbing. "Did you, by any chance, happen to have suffered a severe blow to the head some time ago?" he asked.

Krysta and Lightning thought it over, and remembered the day that they had met, Krysta did have small bump on her little head. In fact, she could still feel the spot on her head where the bump had once been before it healed.

"Wait…!" said Lightning "How do you we know you're telling the truth?"

Krysta wondered the same thing. Was this Mallow guy just another evil trick trying to lead her into a trap? "Believe me, I speak the truth. Krystalline, you are our fairy queen and if you give me the chance I shall prove it to you." said Mallow and he held out his hand to Krysta. "Come with me… and recover what you've forgotten."

Krysta didn't know what to say or do. This was all so sudden, but if this was really her chance to learn about herself and everything that went with her, she took Mallow's hand. "I'm going too." said Lightning. He still wasn't too sure if Mallow was telling the truth or not.

Mallow understood and respected this. "But be warned, it may be dangerous."

Krysta and Lightning didn't like the sound of that, but still. Lightning was used to danger, and insisted he go. "But what about The Grand Ruler?" asked Krysta "You know he doesn't want anyone leaving the kingdom without saying anything?"

"Yeah… and you're doing what exactly…?" Lightning hinted. Krysta was licked, and then she too insisted that Lightning come with her. "Very well…" said Mallow. He began to wave his arms and a smaller gateway portal appeared. Krysta and Lightning were amazed. "Come… let's be on our way." said Mallow, and all three of them leapt into the portal.

…

They traveled across Dimensional Space, and emerged in a lush and peaceful forest. "Where are we?" asked Lightning. "This doesn't look like any fairy world."

"Follow me…" said Mallow "All will be clear soon."

Through the trees and brambles they went. Krysta and Mallow were able to fly through with ease because they were small, but Lightning had a hard time. "Next time… I think I'll bring an axe." He muttered.

Soon, they arrived at their destination. "Wow…!" was all Krysta and Lightning could exclaim. There was a small silver palace with gold turrets on the towers, and all around it was a beautiful valley with a small pond in the center, and flowers and toadstools were near the edges. A small Cliffside with a two waterfalls, lots of tree houses, burrows, and just ordinary hammocks handing around.

Easily, everywhere you looked. "Fairies…!" exclaimed Lightning. "There must be hundreds of them."

"I can't breathe!" squeaked Krysta who was really at a loss for more words. That's Mallow broke the silence by calling out "HEAR YE ALL…!" which captured everyone's attention. "The Queen has returned!"

That's when all the fairies gazed in awe and then rushed up, completely surrounding Krysta and carrying her away. "Hey...! Wait for me!" called Lightning as he ran to catch up with them.

…

A great royal feast was prepared immediately. Fairies did eat a wide variety of foods as well, only much to Lightning's dismay "It's kind of small… isn't it?" he said, and the chefs looked insulted, and gave him a very sour glare. "Uh… but… but I'm sure it's delicious."

As much as Krysta was pleased with all this "Will someone please tell me what is going on here?" she said impatiently.

Mallow decided it was time she knew.

…

_The Valley of Fairies was a small dimensional world, probably one of the smallest in the Dimensional Universe. All the fairies were creatures of peace, harmony, and friendship, all lead by_ _Krystalline, the fairy queen._

_Every now and then, the fairies were permitted to leave the realm, and seek anyone who was lonely, frightened, or in need of companionship and vow to stay by their side for as long as they wished._

_The fairies all had special magic that enabled them to carry objects hundreds of times their own body weight. Ten fairies would be able to push a small log. Twenty could roll a large rock, more fairies equaled more power._

_Some fairies, like Krystalline, could also use their powers in battle by sprinkling different kinds of dust on the enemies, which would then cause an effect depending on the dust used. They could also conjure instant defensive force fields. To negate, or repel any magic attack waged against them._

_Finally, very few fairies, like Mallow, could generate small portal gateways for very short distant travels across dimensional space or just to teleport themselves and anyone around them from one area to another._

_Yes, the fairies and their lives were certainly a beautiful thing, but years and years ago, an evil creature came and attacked the village. I said "Give me the treasure you hold, and you will come to no harm."_

_It was a treasure that only Queen Krystalline, knew of- A treasure so powerful that she knew that if the evil creature had it, it would bring certain disaster for all. Yet she refused to hand it over and the evil creature lost patience and began to attack the valley._

_The Fairies put up a valiant effort, but they were no match for the imposing power of the evil creature and its army of followers. The queen saw no other option but to take the treasure herself, and get it out of the land and fast! Just as she planned, the evil creature and its followers began to pursue Krysta, and that was the last the fairies saw of their queen, for she never returned, nor did the evil beast or it's minions, and all they all had feared the worst for Krystalline_

_…_

Lightning felt sorry for all the fairies, but he didn't know what to feel for Krysta, but Krsyta was more confused than ever, she still couldn't remember a thing or even how she got the bump she once had on her head.

The fairies decided there was only one way to help and Mallow explained "We fairies have remedies for such misfortunes." and before Krysta knew it she was invited to the inside of the small castle, which was supposedly hers. Lightning was forced to watch through the windows as he couldn't fit inside.

Krysta was going to be put to sleep under the influence of a magic dust made from mixing the grading of toadstools, flower pollen, and tiny bits of a unicorns mane, which unfortunately they were out of, but luckily there was a way to get some. The fairies gazed at Lightning. "Uh oh….!"

That's when a fairy came and yanked out a thread from his mane "Ouch…!" he growled "This better we worth it."

Before long, Krysta was put into a deep sleep. Her nap would only last a short while, and when she woke up she'd hopefully remember everything including how her memories were lost. Lightning was happy Krysta was going to get her memories back, but he secretly felt sad and worried about something…

"Something troubles you. I can feel it." said Mallow.

Lightning explained that once Krysta got her memory back, would she want to stay in the valley? After all it was her home, and she was supposedly the queen of fairies. "It's just that… well… Krysta's my friend. She's the best friend I've ever had, and we've been inseparable for as long as I can remember."

"I see…" said Mallow "You fear you will lose your friend."

Mallow couldn't offer any advice, but Krysta would be asked to make up her mind when she awoke. All they could do was wait until then.

Suddenly, Lightning could feel the ground quivering a little. "What's that…?"

That's when a swarm of fairies flew through the foliage of the forest around the valley crying, _"It's the monster! It returns!"_

Mallow's wings twitched "The monster?"

Lightning's features hardened, and he began to dash off. "Where are you going…?" called Mallow. "I need to check this out." Lightning answered.

"No… please… come back!"

Lightning was already dashing through the forest in the direction of the rumbling. He eventually emerged on the other side, in a deep vast meadow, and he could see the beast up ahead. He recognized it almost immediately, "Serpentari …!"

The evil demon stopped dead in her tracks, sneered at the little unicorn and snickered. "Lightning Dawn… we meet again!"

Lightning just stood where he was with his anger beginning to spike. "I remember you!" he said deeply. "You killed my family! You destroyed my home planet, Harmonious…!"

Serpentari was amazed that he remembered her after all this time. "Your parents begged me for my mercy, and so I gave it to them. I ended their worthless existence quickly… and yours shall follow if you don't tell me where you have hidden the star stone I seek."

Lightning's ears twitched, "Star stone? What do you mean, and why are you after the stones?"

Serpentari's eyes glared angrily "That… is of NO CONCERN OF YOURS!" and she dashed forth to strike Lightning who transformed into battled-mode, and leapt out of the way. "I don't know what your deal is… but I don't know where the star stone is, and even if I knew do you think I'd tell a devious, ugly beast like you where it is?"

This angered Serpentari immensely, and she charged again, she didn't dare use her plasma-vapour for fear of harming the fairies' village, and she'd never get the information she sought. On, and on he kept dashing for Lightning. Lightning kept dodging hoping he could tire the demon out, but there was no chance of that for Serpentari was much, much larger and defiantly stronger than he was and could go on much longer than he could. Still, Lightning wouldn't let her near Krysta's village. "I'm not going to let you hurt the fairies! You hear…!"

Serpentari merely laughed at him, "You, making threats towards me? How amusing!" finally, she pulled a fast one on Lightning, instead of charging straight at him, she burrowed deep under the ground. "Uh oh…!" cried Lightning and he decided to fly upward into the air before Serpentari popped up again.

Suddenly, the demon launched up from the ground and bolted straight into the sky, straight for him. "Whoa…!" Lightning swerved out of the way just in time. "Ha! You missed me…!" that's what he thought when Serpentari's long tail came at him from below, whamming right into him and sending him crashing towards the ground. Lightning was barely able to get enough thrust with his wings to soften his landing and hit the ground roughly. "Uhn…! Ohh…!"

Now that he was temporarily stunned, Serpentari summoned out her**_ "SMALL SERPENT SOLDIERS!"_** to hold Lightning down, and a few more to head for the village. "No…!" cried Lightning as he tried to break free.

Serpentari sniggered wickedly. "Those poor, pitiful, fools! It's a shame their queen has only just returned after being away for so long, only to face the end of her land, and once she tells me where the stone is hidden, I will have no further use for her anyone either."

Lightning felt his blood turn cold. "You wouldn't…!"

"I CAN… AND I SHALL!" shouted Serpent.

_"But you won't…!"_ snapped a voice from beyond the forest, followed by a blaze of light, and the other serpent soldiers running from the woods scared out of their scales. "Who dares to defy me?" snarled Serpentari.

That's when a small portal appeared, and _she_ stepped out and was followed by a swarm of other fairies behind her. She wore a royal warrior's garment and armor and was carrying a fairy-sized scepter. "Wow…! Krysta…?" exclaimed Lightning.

His friend smiled "The new and improved… Queen Krystalline." she said with pride. "I remember, everything now…!" she then snapped, and explained that after she had hidden the star stone, which was the fairies secret treasure in a last ditch effort, but before she could do anything else she was attacked by one of the serpent soldiers who shoved her through the portal before it closed, sending her away.

The last thing she remembered was slamming head first into a rock in a distant world, and she blacked out, and when she awoke she didn't remember much at all, except for a small portion of her name… _Krysta!_

"Now, I'm back and stronger than ever." she said "Serpentari! You and your kind are not welcome here! I warn you to leave immediately, or suffer the wrath of the fairies."

Serpent was not taken in by any of that. "Wrath of the fairies…? Nonsense…!" and she began to charge forth ready to strike the swarm. "Guys…! Get out of there…!" cried Lightning, but the fairies didn't move, and instead, with Krysta's command, some of the fairies teamed up alongside her. "Now…!" she shouted, and all at once they combined their magic to form a much larger force field to prevent the evil demon from moving any further. She growled and roared in outrage "This can't be…!" and then the fairies decided to get rid of her

"As queen of the realm of fairies…" Krysta said with pride "I hereby banish you from our world. Ready everyone…?"

The fairies all shouted out, and joined her in creating a large portal that began to suck Serpentari into it with a powerful current. Still, the evil demon was determined not to give up and began to struggle against the pull, and none of the fairies could give it anymore power, or move from where they were standing or the portal would break. "Too bad fairies…!" laughed Serpentari "You're time is nearly up!" By this time, she didn't care if she had the information he needed or not regarding the star stone, she was just going to wipe them all out instantly with her plasma-vapour, but as she readied herself to attack, while still holding against the pull of the vortex behind him…

"Not so fast!" Lightning had broken free from the serpent soldiers, and was glowing in the golden light. Serpentari could see him, and growled. "You think your puny little magic frightens me? THINK AGAIN, YOU PUTRID PONY!"

Lightning's narrowed his eyes "I'm no pony, I'm a unicorn- A Star Fleet unicorn!" he sneered as he glowed brighter than ever, and recited the magic chant and unleashed the **_"…UNIFORCE!"_**

The force collided into Serpent, and while to her, it was very small, and didn't do much damage, it did give the fairies enough power to push her hard enough into the portal, sending her off to another dimensional world. "WE'LL MEET AGAIN, LIGHTNING DAWN…!" she shouted before she vanished completely and the portal closed.

The rest of the serpent warriors vanished as well, and all was quiet again.

With the demons gone, and the kingdom now safe, Krysta remembered where she had hidden the star stone. After she told Lightning the place where it was hidden, Lightning needed to head back to Unicornicopia and tell The Grand Ruler at once.

The other fairies gathered to make a portal for him to leave, but Lightning couldn't help but say to Krysta, "Look, Krysta… if you want to stay, or you want to come back with me… I… well…" he paused, "I won't hold against you."

"Lightning…?" peeped Krysta as she watched her friend leap into the portal, and he was gone…!

A small tear rolled down Krysta's cheek, and the other fairies felt sorry for her.

…

Upon returning to Unicornicopia, Lightning found a letter from The Grand Ruler on his bed requesting he come immediately to the palace. Lightning did as he was told, but he felt nervous inside, and had a feeling his master was upset for his leaving the kingdom without say, and would probably even punish him.

Once he arrived, Lightning took a huge breath and apologized over and over for leaving Unicornicopia. "Calm yourself, Lightning." Grand Ruler said "While I am disappointed of you leaving without say… I have not brought you here to scold or punish you."

Lightning looked up. "You haven't…?"

His master shook his head. "I have something for you- Something I know you will love."

Lightning was confused and then from behind his master's throne. "Krysta…?" fluttered towards him. His friend nodded. "But what are you doing here, I thought that…?"

"Well…" Krysta said "I left some of my things behind; I couldn't leave just yet, without a proper goodbye… and also, in case you forgot… I _live_ here!" Krysta ultimately decided that she wanted to stay in Unicornicopia. She owed Lightning her life, and now more than ever that he fulfilled his promise by restoring her to her roots and finding her home, and after all, her kind, the fairies, they were _supposed_ to go out and meet new creatures and stay as long as they wanted event he queen had that choice.

"You gave up your home and everything you had… for me?" Lightning asked.

Krysta nodded and she admitted she would miss her people, but at least she could create portals now, and go visit them whenever she needed, but Lightning- she'd miss him s great deal more. "Lightning, you believed in me… and kept my hopes up, and I don't want you to be sad just because of me. So in other words…" she flew onto his face and hugged him warmly "You're stuck with me for life."

Lightning almost felt like crying, and so did Krysta.

"Friendship, love, and believing are powerful gifts." Grand Ruler said "I am very pleased with you both, but next time, do inform me that you are planning on leaving the kingdom. It is very dangerous out there."

Lightning and Krysta bowed to him, and then Krysta explained the location of the star stone she had hidden. She remembered she had hidden it in a land called… _Equestria!_

Grand Ruler's expression changed at the sound of that name. "Equestria…?" he muttered under his breath. "It can't be…!"


	20. How it all began

**EPISODE NINTEEN**

Titan's fallen minions had retreated to a cave in a different dimension, where all they ever did was curl around a bonfire and berate themselves for their ultimate failure. Where would they go now? What would they do? "I guess we just sit here and wait for the end to come…?" said Rep-Stallion.

Dementia sighed heavily "We'll probably fail at that too. We're nothing but fools!"

Suddenly, they all heard the sound of someone sniggering in the shadows, it said. "You're only a fool if you give up."

Mysterious stepped forward. "Who's there? Who are you?"

Out stepped a dark, shadowing unicorn wearing dark armor, and a shadowy sparkling mane. She said, "Like all of you, I, too, am of the fallen evil, but together… I may be able to help you restore your pride over your vanquish… if you will help me."

The minions felt evils grin returning to their faces for the first time in a while. "We're listening." said Mysterious.

The unicorn explained that she, too, had enemies she wished to crush, but even now she knew she wouldn't be able to do it on her own, and therefore thought it best to seek followers who would help her. "If you agree to help me… I give my word, that I will show and grant you all a magic so great that will make you all, and myself virtually invincible."

The minions weren't too sure at first. This unicorn seemed pretty slick, almost too slick. Still, seeing it would be nice to try one last time to avenge their master's fall, and claim their victories.

"Do we have a deal…?" asked the unicorns as she extended her hove. The minions decided, "Very well…" Mysterious said as he touched his hove to hers. "By the way, what's your name?" asked Rep-Stallion.

The unicorn sniggered softly. "Nightmare…" she hissed "Nightmare Moon is my name!"

The minions and their new friend all put their hooves together high above the fire pit. This looked like the beginning of a nasty friendship.

…

In Unicornicopia, Rhymey was selected for the mission to travel to Equestria and obtain the star stone which was there. Lightning and Krysta escorted him to Grand Ruler's palace.

Rhymey was going alone and he had heard stories about Equestria from Krysta. She didn't learn too much about it when she was there, but she knew it was another kingdom where ponies, pegasi, and other ground unicorns lived.

"Gee… I never thought there were other unicorns like us." said Lightning "You excited, Rhymey?"

Rhymey felt both excited and nervous at the same time.

"There's no telling just what I will find,  
So many curiosities fill my mind.  
Many creatures may come along  
But I will venture, brave and strong.  
And should I come across evil there,  
I'll just give them an icy stare…  
Grrrrrrrrrraaah…!"

Krysta and Lightning exchanged looks of concern. _"He's ready…!" _they both said

Upon arriving at the palace, The Grand Ruler was sitting on his throne and playing a harp. He seemed rather sad though; the expression on his face and the soft song he was playing gave it away. Lightning cleared his throat, gaining his master's attention. "Oh… sorry, I was miles away."

He led everyone to the portal chamber, and by Krysta's instructions, Equestria was found. "Good Luck, Rhymey…" said Krysta.

"Have fun." said Lightning.

Rhymey nodded at his friends, and then gazed at the glowing portal. He gathered his courage and began to dash straight at it, saying…

"With thoughts in my head, and nerves in my tum,  
Look out, Equestria, HERE I COME!"

Then he was gone.

Grand Ruler just kept staring sadly at the portal hardly ever blinking his eyes and muttering under his breath. "After all this time…"

Krysta and Lightning were very worried now. "Your majesty… is everything okay?" asked Lightning, but it obvious by now that he wasn't okay. He had been acting very strange ever since the first mention of the word Equestria.

His master said nothing at the start, and then he said, "Lightning, my faithful student… I'm afraid that I haven't been completely open with you or any of my subjects. There are things about me that you just don't know and I had hoped it would remain that way, but I don't think I can keep it to myself anymore."

Krysta and Lightning were confused. "What do you mean?" asked Lightning.

"Follow me…" his master said, and lead the two into his master bedroom, and revealed a secret sealed door behind a large tapestry. "I never let anyone else, and I mean _anyone else_ in here…even my royal guards and servants don't know about it. But… if the two of promise not to touch anything, and to keep this a secret… I will show you something interesting."

Krysta and Lightning promised solemnly, and with that, Grand Ruler put his horns through the keyholes, dispelling the lock, and the doors opened wide. Inside… the torches lit up and Lightning and Krysta felt they had entered paradise. The whole room was covered in wild flowers; small rivers formed a ring around the center where there were stone benches, and lovely small trees. "This is lovely…" said Krysta "It's almost like my home in the Valley of Fairies."

Grand Ruler explained that this was his private sanctuary. The place where he came to meditate in peace or whenever he wanted to be alone with his thoughts, but most importantly this shrine was dedicated to the memory of something most dear to him. "What's that…?" asked Lightning.

His master pointed to the fountain that was in the center of the patio, to the statue on the top. It was a lovely unicorn with a long horn, Pegasus wings, and long mane and tail. "Wow! She's beautiful." said Lightning.

"Who is she…?" asked Krysta.

Grand Ruler sat down, and he began to tell them his story, and for starters, his real name was not Grand Ruler, it was just his royal title that was given to him…

**_*Grand Ruler's POV*_**

_I was born in the magical kingdom of Equestria, far away in another dimensional world; it was well over a-thousand years ago. I was named Celesto… _

_Even at such a young age I felt very unusual and different than others. Then one day I discovered why… I was an unusual unicorn with golden Pegasus wings, and instead of having just one horn on my head, I had three. All of them were gold, but why this was… not a soul had a clue._

_When I was a little older, my parents introduced me to many of their friends, but they all seemed to stare act strangely at me because of my horns and wings. This made me feel very uneasy. My parents didn't have three horns or golden wings. None of the other unicorn colts and fillies in my neighborhood had golden horns either._

_On my very first day of pony school, I could feel all the other children staring at me. I wished they wouldn't. I tried to make friends and be nice but all the others just seemed to go away, they didn't want me near. Some acted nervous around me as if I were a monster and others they refused to let me play and just laughed at me and called me names._

_"Tri horned, freak!"_

_"Uni-Creep…!"_

_"Magical mistake…! The circus is that way."_

_The worst one of all was a pony named Dusk Shine. Every day he would go out of his very way to pick on me, or to laugh at the way I looked… I tried to tell him that I couldn't help having three horns and golden wings, but he continued to bother me to such an extent._

_"Look everyone, the little foal's going to cry and throw a hissy fit." He would say, and everyone would laugh at me, and mock me by making crying sounds expecting me to start blubbering._

_I didn't throw any fits, but I did run out of the school near tears. I felt so alone. So unwanted…I began to hate the way I looked and feeling so different… _

_I would often sing a sad little song of how lonely it was to be one of a kind, and wishing I could be different so others would begin to appreciate me more._

_Still… it wasn't all that bad… _

_As I got older I began to embrace some of the wonder of being alone, with still some hope that I would make friends one day. I learned many magic spells, but in my spare time I learned amazing things like how to stand up right on my hind legs and seem taller, and teach myself how to dance and study choreography, and even martial arts…_

_But… strangely… no matter how talented I ever became… I never earned a cutie mark, but I couldn't understand why, and began to feel that maybe it was something to do with my being different than most unicorns…_

_I tried to show off my talents, hoping to earn a little respect from the others, but all it did was increase the tension and the bullying from them all especially from Dusk Shine. He threw an apple at me that got stuck on my middle horn. "Hey, look… that apple's got a mutant on its steam." Everyone laughed at me so much that I couldn't take it anymore. I began to study harder with magic, and I found something that would help me- A cover up spell that turned my golden wings white to match my color. I also made my middle horn white and made the other two vanish. Now I looked normal, and just in time for one of the biggest events for school ponies._

_The Pony Games!_

_A great event where colts and fillies learned to become stronger ponies… _

_They would learn to fly, master their magic, and also, be inspected and judged by the future ruler of Equestria… Celestia… and she had also come to participate in the games herself as part of her training for her future coronation._

_I caught a glimpse of her and I couldn't stop gazing at her and she gazed back at me and blinked twice while smiling directly at me. "Well, what do you know? I think she likes you." said Dusk Shine. I was amazed. This was the first time he wasn't rude or mean to me, possibly was because of the spell hiding my horns and wings, but I couldn't help but gaze at Celestia again and she gazed back at me._

_The games went well, and everyone did their best. I showed off more of my new tricks and skills which helped me clear through a lot of the trials with ease, and everyone applauded me instead of laughing at me. I felt so happy, so wonderful for the first time. Yet every few moments I would notice that Celestia was gazing at me with great interest, and she seemed to applaud for me almost a great deal more than the other players._

_During a lunch break, Dusk Shine actually invited me to sit with him and some of his friends, and they kept saying how incredible I was, and it was Dusk who persuaded me to go to Celestia, who was eating her lunch under a tree alone._

_As nervous as I felt, I went over, but our eyes met. "Nice day…" she said to me. She sounded a little_

_"Yes."_

_"For the games… I mean."_

_"Sure…"_

_We kept exchanging remarks back and forth, and we both felt a little silly… Celestia also noticed my wings kept twitching, and I kept feeling my only visible horn in worry. "Are you alright? Why do you keep feeling your wings and your horn?"_

_I didn't want to tell her, so I just said "Why… am I doing something wrong?"_

_Celestia apologized, "I don't mean it that way." she said, and since I already her name. She asked me what mine what. "Celesto…? I like that name. It means… heavenly."_

_I blushed, "Really…? Well… so does Celestia. I think it's… beautiful."_

_She giggled softly._

_"Um… Celestia… after the games… I know you're the future ruler and you're pretty busy, but… would you… would you walk home with me?"_

_She hesitated for a moment, but she agreed. "I will… Celesto- I think you're sweet."_

_My heart leapt with joy. She thought I was sweet, and with my newfound confidence blossoming in my eyes, I finished the games as one of the top five grand winners along with Dusk Shine. "Hey, you know… you're all right." he said. It was a sign that he and I would be friends, except when we had a playful wrestle to congratulate each other for our victories the magic spell wore off thus exposing my horns and my wings._

_Everyone gasped loudly, and as expected, many of them began to laugh at me and call me names again. The referees declared me disqualified, thinking I had been cheating all this time, using magic, and confiscated all my medals and awards._

_"Yeah, you're all right…" said Dusk "All right as in wrong, Tri-horned reject!"_

_Celestia saw and heard everything and thought everyone was being very unfair. She saw me run off on my own with a look of extreme sadness in my eyes. "Celesto…?" she called as she raced after me. "Celesto…?"_

_I stopped and turned to face her. "Well… what do you want?" I asked almost sharply. Celestia walked up to me. "You… you promised to walk home with me. Remember…?"_

_"Aren't you going to laugh at my horns and wings too? Every-pony else is."_

_She shook her head and said with honesty and truth, "I think you're horns and wings are handsome. Much better than the way you were trying to hide them."_

_I felt a little better hearing that from her, but still "They're terrible. They make me different from every-pony else?"_

_"But that's what makes you so grand, unique and special." Celestia said "Every-pony is special in the own way. Combine that with your sweet personality- why any filly would consider herself lucky to be seen with you."_

_Celestia was very kind-hearted and understanding. She never judged anything by how it looked, but what they could do and the hope she had. It became clear to me that even though she was future ruler of Equestria… I had made a friend. Something I had always wanted._

_As I grew older I mastered more magic, and skills, and continued to practice my own arts. I would often see Celestia form time to time, sometimes even at her own request. I even taught her some of my tricks like how to upright and dance in many other ways besides ballroom dancing. She enjoyed every moment of it, and she taught me some other types of spells… like even how that when in future, she'd help raise the sun in the sky and welcome the day. We were such great friends, and we grew closer every day._

_Celestia showed me friendship was a very powerful gift, and she felt honored to share it with me, and I felt the same way._

_Eventually, Celestia was crowned princess, and I couldn't be seen with her much anymore. We both didn't like that, so I decided to enroll in the royal academy, and become one of the royal guards. The training was vigorous and put many strains on me. However, I managed to graduate and not only that… I qualified for a special tournament that would decide who would be captain of the guards, and serve as Princess Celestia's right-wing pony._

_As fate would have it, Dusk shine and other bullying ponies entered the tournament as well, and they hadn't changed a bit over the years. They were ruder than ever, and continuously picked on me trying to weaken my confidence. "Give up, Tri-Horned Retard!" snapped Dusk "No way the princess is going to want a freak show like you by her side."_

_I paid no attention to them and only promised to give it my all. When the tournament began, Celestia wished us all the best of luck, but the way she constantly would take a moment to gaze over at me, it was almost as if she were hoping that I would win._

_I did very well, thanks to my skills and training. My anthropomorphic skills proved amazing. I was still taunted at and teased by Dusk, and I even found out that all he seemed to care about was winning just so he could be by the princess's side for popularity and promising privileges, not caring at all that the princess would at times need protection. This angered me severely, and made Celestia feel unhappy to overhear it as well._

_By the end of the tournament, it was down to me and Dusk. We both had fought long and hard to make it that far, and now the deciding match had come. "I'm going to enjoy taking you out, you overgrown manure pile." he snarled at me. I said nothing and just merely concentrated. I did very well, as best I could, but after a few water breaks, I began to feel sleepy and tired, and it slowed me down… ultimately costing me my victory. Dusk managed to beat me._

_Accepting my defeat like a stallion, but still feeling rather disappointed, I walked off, but when Dusk went to Celestia to accept his "Prize" and the many riches and glorious things that went with it… It was revealed that he had cheated in the tournament by putting a sleep-potion in my water trough, this was what made me sleepy and Dusk's victory assured. "I did it for all of us…!" snapped Dusk. "Who the heck wants the three horned mistake by their side."_

_Celestia finally lost her patience, and angrily disqualified him herself. "You are unworthy of being a royal guard. You are a bully, and a cheater. You have no honor, no respect, and no care for others who seem different."_

_Dusk tried to protest, but he was thrown in the dungeon for the rest of the evening as a fitting punishment, and because of his cheating, I was declared the true winner, and was knighted as the captain of the guards, for fighting fair, showing respect, believing in myself, but most of all… because I believed in my bond with Celestia. Only… now I was beginning to feel more than just close friendship towards her. _

_After assuming my place as captain, I took my duty to heart and helped lead the army against any evil threats or invasion. I helped kept Equestria and the princess well protected. I often got to stand by her side too, but she preferred I call her by name and dispense with the formalities._

_As time went by, the kingdom began to respect me being captain as much as the guards and Celestia did._

_One night, during a grand galloping gala ball, I was summoned before Celestia, because she had a gift for me as a reward for all my services, kindness, loyalty, and various other fields. She presented me with a red cape with golden marking sewn on it. She made it herself, just for me to go with my golden, jewel encrusted armor. It suited me very well, and the whole kingdom agreed._

_I kissed Celestia's hoof tenderly and asked "Oh, fair princess… May I have the pleasure of this dance?"_

_She accepted, and I escorted down to the ballroom floor, and everyone cleared the way to give us plenty of room. The music began to play, and as we danced beautifully, we began to sing special words to it—words that expressed how much we meant to one another no matter what we looked like, what we wore, or what our places were…_

_She was wonderful to me, as I was to her._

_As the song ended, Celestia and I were lost in each other's eyes, and then, right in front of every-pony in that ballroom, we shared our first kiss. Every-pony cheered and applauded loud and wonderfully._

_Celestia and I had fallen in love, and we grew closer and closer to each other every day. Sharing ideas, hopes, and dreams… and then one day, Celestia came to me… and asked if I would consent to be her royal consort! "What…?" I said unable to believe, "Us… Marry…?"_

_Celestia explained it was a marvelous idea and that I would make a wonderful king. This way all their dreams would come true and Equestria would become one of the most peaceful and prosperous realms in the known Dimensional Universe, but most importantly because she loved me. I loved her too, very much… I was captain of the guards which did make me somewhat of royalty, and it really would be a chance for me to show everyone the true magic of friendship and believing. So I accepted her proposal._

_We planned to announce our engagement at the next year's ball, and all my time I spent making the rainbow rod, as a gift of affection to my fiancée. Though the wand was but just an ordinary piece of gold with jewels, having made it myself meant that it was truly a gift from the heart, just as the red cape was a gift from Celestia's heart._

_On the eve of the ball when we were to announce the engagement, and I was planning to present Celestia with the gift I had made for her… the palace was attacked…_

_Celestia's sister, Luna, jealous of her sister's duty in raising the sun, and wishing to cats the kingdom into an eternal night. She had transformed into a demonic creature known as Nightmare Moon! _

_Using her vile magic, Nightmare had created a small army of shadowy knights to attack the palace_

_The guards and I sprang into action. The fight was long and rough, and the evil ones were very tough, so tough that my guards could barely fend them off. In the midst of it all, Celestia herself tried to join in the fight, but got hurt pretty badly, and a little of her blood splashed on me…!_

_Everyone gasped in shock at the sight. "Prin…cess…!" I growled, unable to believe what had just happened. It was at that moment that something inside of me sparked, and my golden horns began to show off a force of unbelievable power… and using that great power, I blasted all the shadows away just like that._

_*Regular POV*_

Lightning and Krysta sat and gazed in awe. "The uniforce…?" Lightning said.

"That's what I called it..." his master said. "And in the future I had also come to learn that the uniforce is the ultimate power of the rare golden horn." Grand Ruler said, "By using the uniforce, a unicorn can increase its battle capabilities to infinity!"

Lightning and Krysta were shocked and amazed. "Whoa…! Infinite power!" cried Lightning. "No wonder. It's like having the very power of the universe itself at your command." But then he realized something else. "When you used it then… did you feel…?"

His master nodded. "I would also in the future discover that the uniforce could only be used for an instant. It focusses all the energy of the unicorn into one giant concentrated bust of extreme power. After I had used it on Nightmare's shadows, it left me drained of all my power and strength. I had nothing left to fight back or even stand up."

This explained why Lightning always felt so tired whenever he himself used the uniforce…

**_*Grand Ruler's POV continued…*_**

_In my weakened condition, Nightmare overpowered me and trapped me inside a large gem, and hurled me out of the kingdom, straight for dimensional space, where it was believed that I would surely perish!_

_All I could see was Celestia reach out and scream, "NO…!"_

_"CELESTIA…!"I called out to her as I soared higher and higher out into space, and because I had entered dimensional space with no pathway or proper protection, I was instantly warped away to a random place… passing out at the exact moment of teleportation._

_…_

_When I awoke, I found myself free from the gem on a desolate dimensional planet, all alone, lost, and with no hope to ever find my way back to Equestria. I didn't know how long I had passed out for. Didn't know how far I had come. I had never been to any outer dimension before._

_I managed to find food and drinking water to sustain myself, but I quickly realized that if I were going to live in this place from then on, it had to be made more suitable. So, using all the magic that I had learned and mastered, I began to fix up the planet. I made the forests, the mountains, the waters, the skies. I even learned how to raise the sun and the moon, and control night and day just like Celestia taught me, and even was able to master the weather to make rain so the vegetation could grow._

_I had changed the dimension from desolation wasteland to a lovely world almost identical to Equestria. Now I had plenty of food and water, and comfortable conditions to exist in… but I was still lonesome and longed for companionship for there were no other creatures in this world with me, and so I decided that I would have create terrestrial-life myself… and I was fortunate enough to have found a few threads of other ponies' manes or tails stuck to my armor from the battle, Celestia's was among them and the other were from the guards whenever I helped them up with they were down. There were also still a few small specks of Celestia's blood still stained on my armor. This was just what I needed…_

_Combining the DNA samples and infusing them the very essences of elements, and my magic… it worked- Two creatures were born. Two baby winged unicorns, one male and one female. "Yes…!" I cried for joy. "YES…!" I had created life!_

_I created several more and cared for them like a loving father. I gave them food, shelter, and protected them with all my power. As they grew older, I schooled them myself. We ever learned to use proper words such as "Everyone" instead of "Every-pony" They also did not ever seem earn their cutie-mark's either, and it was obviously because I myself still had no cuite-mark, and it was my magic that had originally helped to give them life. Still, the unicorns did not mind one bit. Why would anyone want to let some picture on their flank tell them they were special? _

_As the decades passed, my unicorns grew into adulthood whole cities and villages began to form, and those who found mates started families of their own, which mean more unicorns were born. These lovely unicorns all looked up to me and thanked me so graciously for giving them life, homes, and protection and caring for them, that they wanted me to be their leader._

_And so I had assumed my rightful position as the leader of this new world, The Grand Ruler, the Tri-Horned Alicorn… and this world of mine became forever known as Unicornicopia._

_As my kingdom grew larger, the unicorns began to assume simple lives, and as Grand Ruler. I did my best to maintain order and peace, however, I never wanted to be addressed by my real name, Celesto, again for all the bad memories it brought me, and remembered the evil Nightmare had was responsible…_

_That was when I began to detest evil, and I realized that if just that evil had cost me so much, what other evil forces would do to others. My unicorns agreed, and while some wished to continue to live in peace, others decided to join me in my new quest to stand up against all evil._

_I and my new followers began train. I even learned how to master the uniforce, and learn more about it so using it would not exhaust me so much if ever I would need it again, and the rainbow rod, still in my possession, had become charged with incredible powers and I kept it always safe for such a time if it would it be needed._

_My army continued to grow, and we all felt like star-class fighters and the way our armor cloths would shine like the stars in the sky, and we all fought and could move swiftly like shooting stars… we decided to call ourselves "Star Fleet Magic!"_

_We soon got our chance to test our skills when the very first evil forces began to attack our world. We were so well trained and possessed such powers that the evils ones were easily defeated. Simple villains we would imprison until such a time, if any, they would be rehabilitated, but the really dangerous ones we would have no choice but to destroy. As much as we knew how wrong it was deep down to take the life of another, we could never allow such foul beasts to exist and harm other creatures…!_

_Eventually we also discovered how to head off to other worlds in space, and as my army grew larger over the past decade, we decided to send our many soldiers, as many as we could spare, to other worlds to establish outposts to protect the good life that resided there… only if they wished for it though, and all we asked for in exchange in addition to small was other kinds of foods that they could spare that we ourselves were unable to make as we were all unicorn race, and could not have farms with other animals. It was far too dangerous with all the evil forces coming after us._

_Even still, as I continued to maintain the balance and order of my kingdom, Command Star Fleet, and protect the civilian unicorns, I would always take the time to search across other worlds and hope that I would one day find Equestria, but it was just no use. Finding one tiny world in such vast universe was like looking for needle in a haystack, and began to lose hope of ever finding it, and my cape reminded me of my beloved Princess Celestia, nothing I would ever wish for, apart from stopping all evil, would be greater than to once again touch the flower that was her face and gaze into her eyes again._

_I would always love her._

_…Always!_

**_*Regular POV*_**

Grand Ruler sighed heavily, and Lightning was at a loss for worse, while Krysta blew her little nose with tiny hankie "That's so beautiful and sad!" she sobbed.

"But sire…" Lightning asked "Now that you've found Equestria, why didn't you go with Rhymey?"

His mentor explained that he couldn't just leave Unicornicopia. "I have changed so much over the centuries, Lightning. I have many responsibilities to my kingdom and to Star Fleet. I can't just leave it like that anymore. Who will raise the shields when we are attacked? Who will be there when immensely evil creatures threaten us? Even still, it has been well over a-thousand years since I have seen Equestria or Celestia for that matter."

He was saying that even if he were to go back and even if Celestia was still alive, as she was badly injured before his exile. Even if she was, would she recognize him after all this time? Would she even remember him? Did she still have feelings for him? "I really have not much to hope for or expect by going back now. One might even say… I am nervous."

"Oh, Master!" sighed Lightning.

Grand Ruler just stared at the statue once more. _"Celestia…!" _he said deep in thought _"If only I could… nothing would please me more than to see you again."_

Still, despite the tragedies, it couldn't be ignored that if those events hadn't happened, Unicornicopia would never have existed and Lightning himself would never had been born. Grand Ruler was very happy to have his kingdom, and Lightning as his protégé, and even Star Fleet and helping to protect the universe from evil.

"You're very brave and noble Your Majesty." Lightning said and his mentored smiled warmly at him. "So are you, my boy. Stick to your training and your studies, and someday, you may become as legendary as me."

"I will…" Lightning said "But I wonder how Rhymey's doing in Equestria now."

"So do I…" added Krysta "I hope he's okay."


	21. A visit to Equestria

**EPISODE TWENTY**

In the magical kingdom of Equestria… it had been two weeks since Queen Chrysalis and her army of changelings had been banished, and Shining Armor and his new wife, Princess Candence, had long since departed on their royal honeymoon and were due to return to Canterlot.

Upon their return, as a final act of celebration, Princess Celestia was planning to host a second royal ball, and every-pony was invited already, especially Twilight and her friends, who were once again charged with arranging many things, the same tasks as they had for the wedding.

Rainbow Dash was so psyched to be doing another sonic-boom, but Pinkie Pie couldn't stop bouncing with glee. Rarity kept fainting in an overdramatic scene on her favorite cushion to be making new dresses and outfits for the grand night. Applejack was just plain proud, and Fluttershy was just happy.

The friends all had a picnic-lunch one afternoon to discuss how things were coming along Rarity showed off some of her newly finished gowns, and a new special tuxedo "For my little Spikey Wikey." she teased. The others couldn't help but aw and tease Spike for the way he was blushing. "Cut it out, guys." He said shyly.

As they all sat down to lunch, Fluttershy kept staring off into space. "Everything okay, Fluttershy?" asked Twilight.

"Oh…! Um, I'm okay." she said.

"No you're not." Rainbow said "You've got that look those timid eyes of yours when something's on your mind."

Fluttershy felt embarrassed for being so easily readable. "It's okay if you don't want to talk about it, Fluttershy." Twilight said "But if you don't, how can we help you?"

Fluttershy explained that ever since the wedding and now with the ball coming she began to feel concerned about love-life, particularly her own and how she never had a very-special some-pony, even on the many Hearts and Hooves day… obviously due to her being too timid and always falling flat on her face.

The others didn't know what to say, for none of them had ever thought about the love-life in that before, except for Rarity, and just the thought of it reminded her of that awful Prince Blueblood and the way he treated her at the Grand Galloping Gala. "Ooh! And to think, I had the sense to fall in love with just an uncouth pony!" she sneered.

The others all began to wonder what it would be like if someday they all met their special some-ponies and married. Pinkie began to imagine a husband as playful and joyful as she was, and if they had foals, they'd be a family who did nothing but party and smile all day.

Rainbow hoped to have a family of extreme enthusiasts and action ponies someday, and thought maybe they'd all join the Wonderbolts.

It was no surprise who Rarity was hoping for, a well groomed husband, well mannered, and a family with well-behaved foals with excellent fashion sense… hearing this made Spike feel a little downhearted, but he did understand.

Applejack didn't care all that much about finding love, but she did think it would be nice to have another living on Sweet Apple Acres to help with the farm work and apple-buck season.

Twilight didn't think too much of it either and thought maybe one day she would meet some special pony, but for now she was glad to have such wonderful friends and her brother and new sister-in-law coming home. Fluttershy agreed and felt a little better; still… she hoped someday she could overcome her shyness and share a special dance with some-pony.

"You just need to build up your confidence, and your courage." Twilight said, and gave her a book on overcoming fear and other hard emotions urging her to try it. "Thank you, Twilight." said Fluttershy.

…

That night, Fluttershy was lying on the ground outside her house with her animal friends all around as she read from the book, but she still didn't feel any better and began to feel it was hopeless again.

Her animal friends cuddled around her to show her she was special to them, and that made her smile, but she still wished she was like other ponies and could overcome her nerves. She gazed up at the starry sky, and made that same wish on every star hoping to boost her confidence.

Suddenly, she saw a glowing star that seemed to be moving across the sky. "What's that?" she wondered, and the star began to glow brighter as it seemed to be heading right her very way. Her animal friends felt scared and scattered to hide. "Wait for me…!" she exclaimed as she jumped behind a shrub.

It turned out that the glowing star was coming from the horn of a winged unicorn, one that Fluttershy had never seen before. He seemed to be following the glow of his horn right to her house, and he landed in the front and Fluttershy got a look at him. He was a yellow winged unicorn, exactly the same color as she was. His yellow mane was very short, and he wore a matching suit of armor across his body with matching boots on his hinds legs, and he white pants with no cutie-mark on either of his flanks, but on the front of his armor was an odd looking code and strange insignia.

The unicorn stood upright then on his hind legs and magic gloves appeared on his front hooves like hands. Fluttershy gulped hard and was trembling vigorously. The stranger could see her peeking through the shrubs and bowed in a polite greeting to her, and then he said…

"In friendship and goodwill, I come.  
Unicornicopia is where I'm from.  
I seek a treasure for a power feeder.  
Take me, stranger, to your leader."

Fluttershy nervously came out from behind the shrubs. The stranger took a good look at her and he felt warm and strange inside. The gloves disappeared as he went back down on all fours…

"Forgive me if I stare,  
But you look lovely and very fair."

Fluttershy blushed, "Me… really…?" she asked still feeling a little timid. "Um… do you… well I… just want to know… do you always speak like that… in rhyme

"Yes I do… all the time." rhymed the stranger.

"My name is XL7Z,  
But if you like, just call me Rhymey.  
I'm pleased to greet you,  
It's nice to meet you."

Fluttershy approached him and extended her hoof "Hi… I…I'm Fluttershy."

Rhymey tenderly kissed her hoof, and Fluttershy's face turned bright red. "Oh, my…! Oh…!" she was at a loss of what to say or do. Rhymey almost felt the same.

"There's history right before my face.  
I've met new life in Dimensional Space.  
And all because of my expedition,  
To find the star stone is my mission."

Fluttershy seemed curious. "You're from outer space?" she asked "And…what's a star stone?"

Rhymey nodded in answer to Fluttershy asking is he was from space, but as he tried to explain about the star stone, he let out a huge yawn.

"Sorry, I don't mean to yawn,  
But I have been searching since long before dawn."

"Oh, you poor thing." said Fluttershy and she wasted no time at inviting him into her place for the night. Rhymey didn't want to impose and preferred to continue searching for the star stone, but Fluttershy insisted. "A good night's rest will put you right."

As they walked inside her house, Rhymey's horn began to glow wildly which startled Fluttershy. "What's going on?" she cried nervously.

"My horn is shining very bright,  
For the treasure I seek is somewhere insight."

That's when he noticed a small shining object hanging over the fireplace. It was half the star stone that he had been looking for- the yellow part. Rhymey gazed in awe as he dashed over to take it. "Excuse me…?" asked Fluttershy.

Rhymey held the stone and cried…

"My mission has been a success,  
The star stone I now possess."

Fluttershy was still confused about this whole star stone thing, but when Rhymey yawned again. She insisted that he rest. Luckily and got out a guest cot. "Here you go…" she said "I hope you'll be comfy."

Rhymey yawned again and said…

"Oh thank you, you are very kind,  
And right now, if you don't mind.  
I'll count the stars, or maybe sheep,  
And slowly… fall… fast… asleep." Then he was sleeping very peacefully.

Fluttershy left him alone, and was still hardly able to believe this; a strange unicorn just dropped down from outer space and was now sleeping in her house. Did her wish come true…and had the stars sent her a very special some-pony? Her animal friends seemed to agree. "Oh… I just have to tell someone."

She got her chance when a knock at the door startled her. It was Applejack. "What up. Fluttershy?" she thought she'd come by with a basket of treats, she had been catering a lot for the ball, and wanted her and her friends to try some to see if they were good.

"Applejack… you won't believe this!" squeaked Fluttershy, and she kept going off in so many sentences. "Whoa there, racehorse…! Slow down at the pasture and tell me."

"Oh…!" pepped Fluttershy. "Too bad Rhymey's asleep."

"Rhymey…? Who's Rhymey…?"

Fluttershy tried to explain about a unicorn she had just met who had come from outer space, but Applejack just giggled and laughed "Fluttershy… I think you've been going haywire again."

"No! It's the truth." cried Fluttershy, but Applejack didn't believe her. She was never one to believe that there was life in dimensional space, and merely dismissed that she had been up too late and her mind was playing tricks on her because of the ball and her nerves about love life. "Look you just go catch some Z's, and I'll see ya tomorrow." And she left still laughing, "Rhymey…? Outer space…?"

Fluttershy felt a little upset.

…

Long ago, Fluttershy had been tasked with a duty of reforming Discord, the god of chaos, into using his powers for good instead of evil, and while it seemed Discord came along well at the start, ultimately Fluttershy had failed as Discord realized he just couldn't take it- too stubborn and to stupid to accept friendship, and reverted back to his evil ways, and so he was ultimately turned back into stone, and his statue was once agian in the gardens of Canterlot, near the hedge maze where the guards stood watch, when suddenly, from above in the starry skies, a pair of red and sinister looking eyes gazed down Discord's statue. The eyes glowed brighter, and the statue suddenly faded into thin air, but the guards didn't notice a thing.

…

Discord suddenly awoke to realize he had been brought back to life and found he was floating in the void of dimensional space. "Where am I…?" he wondered. "Ooh… but this sure looks like fun."

That's when two large red eyes appeared before him and he heard a dark and sinister voice call to him. _"I have released you to do my bidding! I am your master now."_

Discord felt confused. "Excuse me, but have you any idea who you are addressing? I am Discord, the god of chaos. The only one who gives orders is me!" and he tried to zap magic on the two eyes, but to no effect. "What's this?" he cried in disbelief.

_"Your powers are as annoying as your lust for fun and games."_ hissed the voice _"Still… they will serve well with what I am about to grant you."_

Again, Discord insisted, "Look… I'm very flattered that you freed me from that prison, and I'd love to make it up to you, but I really must be- AA-AAAH…!" He was being shrouded by powerful magic, "What are you doing to me?" he demanded to know.

The evil voice sniggered wickedly. _"You will soon see...!"_

When the magic had faded, Discord felt completely different, and his voice was much deeper too. He laughed hard and evilly, "What is your wish, my master?" he asked.

The evil voice behind the eyes laughed again.

…

The next day, all over Equestria, everyone was busy preparing for the ball, which was taking place that very night, as well as the arrival of Shining Armor and Candance. Pinkie just couldn't keep still. "It's tonight! It's really tonight!" she squeaked. She was so excited that she almost ruined Spike and Twilight's new carriage when she ran by. "That Pinkie…" said Twilight "Do you think she'll ever learn?"

"I doubt it Spike said and he continued to help her with the new coach they were fixing up. "I think we did a pretty good job."

That's when they felt something touchdown on the top of the coach, followed by a voice that said…

"It really is a comfy car  
For getting to places near and far"

Twilight and Spike looked up. "Hey, Fluttershy…" Twilight said. Then she and spiked gazed at who they thought was Fluttershy. "What happened to you? Is that what you're wearing tonight?"

"Where'd you get that weird armor?" asked Spike.

Rhymey felt annoyed…

"This armor, sir, belongs to me.  
Now… who might you two strangers be?"

"Strangers…?" asked Twilight "Yeah… get real, Fluttershy."

Rhymey raised an eyebrow in confusion. They thought he was Fluttershy?

"XL7Z is my name.  
Call me Rhymey, it's all the same."

Twilight and Spike had a feeling they knew what was going on. In the book Twilight had lent her, they remembered reading a section together about how sometimes some-ponies would playact and dress up, pretending to be something they weren't to help build their confidence. The book also said the best the thing to do was humor the pony. So Twilight and Spike went along with what they thought was a gag

"Okay…_Rhymey_. I'm Twilight Sparkle, and that's Spike."

"Oh, tell us…_ Rhymey_, what brings you to Equestria. Where did you come from?"

"Unicornicopia is where I am from  
I've found the treasure for which I have come."

"Oh they have treasures in Unicornicopia?" Spike asked teasingly "And they all wear outfits like yours?"

"Well can't you hear?  
It should be clear." answered Rhymey.

Twilight and Spike began to take their teasing a little too far by saying things like "Unicornicopian's love to play tricks on others?" or even, "And they disguise themselves to cover up how shy and timid they are…?" This made them laugh, but Rhymey was not amused, he felt rather insulted.

"Honestly! This isn't fair.  
When did you two visit there?"

Twilight and Spike didn't bother to answer and went off to get some decorations for the coach.

Rhymey decided to fly off as he was exploring Ponyville a little before he would leave. It was really was a beautiful place, he almost felt it was more beautiful than Unicornicopia. He stopped outside of what looked like a boutique shop in the shape of a carrousel and noticed lots of clothes outside on racks, on tables for an outdoor sale. He stopped by the hat table and tried some of the hats on. Some made him look funny, others made him look weird and he didn't like those. As he tried on another larger hat which covered his horn and his entire mane…

"There you are!" hollered a voice.

"Wha…?  
Huh?"

Rarity approached Rhymey. "Fluttershy, I'm so glad I ran into you. I need you to come with me this moment." And she just dragged Rhymey along with her, not even noticing he wasn't Fluttershy, as the hate he was wearing still covered his horn and mane.

"What are you doing?  
What is it you're brewing?"

Before he knew it, Rarity had brought him to her boutique and, still thinking he was Fluttershy, had him try on a new dress that was made specifically for Fluttershy herself, but Rhymey, though the dress did look beautiful, felt sick that's he wanted him to try it on!

"I can't wear that, silly.  
I'm not a mare or a filly!"

Rarity paid no attention to what he said and shoved him into the fitting room. "No need to be embarrassed, Fluttershy. Just try it on." Then she ran off to get some more things which gave Rhymey the chance to escape so he didn't have to try the dress on.

"My goodness, who was she?  
Why is everyone acting crazy?"

He decided to head back to Fluttershy's before someone else saw him and confused him for her, but that's when he ran into Pinkie Pie she was dressed in old Nightmare Night costume, she looked like a female pony-knight. "Hey! Fluttershy!" she squeaked Making Rhymey jump.

"I heard you were playing dress-up, and thought we could put on a little show before the ball tonight. I'll be the mighty warrior knight and you can be my male sidekick, even though you're not a male. AAAH! It's going to be so exciting."

Before Rhymey could protest, Pinkie had already gone into her role playing which really freaked him out, and he ran away before she noticed. "Fluttershy…? Where'd you go…?"

Rhymey even ran into Rainbow Dash who also confused him for Fluttershy, and tried to race him to wherever it was she was going. Rhymey just flew off faster than Rainbow Dash had ever seen, possibly even faster than she had ever flown. "Wow! When did Fluttershy get to be so fast?"

Then Rhymey accidently crashed into a wagon of apples, which Applejack was pulling on her way to town. The wagon didn't tip over, thank goodness, but Applejack approached Rhymey and also confused him for Fluttershy. "Golly, Fluttershy. Take it easy there." she said "I know you're excited for the party and all, but…" before she could say anything else, Rhymey had fled. "Now what's got into her mane?"

…

Rhymey finally made it back to Fluttershy's, and he apologized for running off without telling her he was going to explore, but he had seen quite enough, and just wanted to relax after all he had been through. Fluttershy fixed them both a quick lunch, which he enjoyed.

"This food you've made is so delightful,  
I think I'll have another bite full."

"I always say… a good hearty meal always makes you happy and well." said Fluttershy. Rhymey thought she was very nice, they spent the time they ate getting know each other better. Fluttershy also told Rhymey lots of things about Equestria, even her friends which made them seem not so bad after all. Rhymey even learned about the adventures they had, the Elements of Harmony, and even the Grand Galloping Gala.

"Um… if you don't mind…" she asked "Could you tell me all about your home? Unitopia… er… Unicornica… or… whatever it's called."

Rhymey cleared his throat…

"Unicornicopia is far away.  
About a jillion miles, I'd say.  
We love and work and play, you see,  
And all are winged-unicorns, like me."

Through his rhymes he explained about Star Fleet, and how he and many of his friends were fighters who protected the dimensional universe from evil forces unlike anything Fluttershy had seen before. Even the magic of Elements of Harmony wouldn't be strong enough to fight these evils alone.

Still, he also shared with her a short story of how he joined Star Fleet, and that it was his ancestors of centuries ago who were the first in the bloodline to join the force, and since then, many members of Rhymey's family had carried on the tradition so at least one family member every generation would join, if they wished.

"And to this day, I'm happy to say,  
We'll help maintain peace, and make all evil pay."

Fluttershy felt amazed to hear such a story of such creature, but then she noticed Rhymey seemed a little upset. "What's the matter?" she asked.

Rhymey sighed and said…

"I must return soon, as you know."  
I wish you could come with me when I go."

Fluttershy raised a hoof to her heart. "Rhymey…? You mean it?" Of course they both knew that wasn't possible and very dangerous for Fluttershy, what with all the evil monsters always attacking. Rhymey quickly apologized if he made her feel upset.

Fluttershy wasn't upset about that, it was just that she didn't like it that she had made a new friend with him and… he'd have to leave her. Rhymey felt the same way too, he was beginning to grow very fond of Fluttershy and the kindness she had shown him.

"When do you have to leave?" she asked "Do you think maybe you'd have time to… well… if you could stay… would you… would you…" she hesitated "Would you dance with me at the ball?"

Rhymey blushed, and thought that would've been lovely, but alas, he felt he wasted enough time already; he also didn't have a ticket.

"But I suppose, just for a chance,  
I will save you, one little dance."

Fluttershy smiled and thanked him.

…

It was already late afternoon, and a lot of the ponies had gone home to have a long rest for the ball. Twilight and Spike were still laughing and they when they met up with most of the others. They all caught the drift and really believed Fluttershy was taking Twilight's book seriously and was pretending to be a creature from space. "Oh… named Rhymey." chuckled Spike.

Pinkie was still wearing her costume and felt confused that Fluttershy didn't want to role-play with her. Twilight told her not to worry, as the book she lent Fluttershy said that this condition wouldn't last too long. "Worst case is… Fluttershy could start taking it a little too seriously."

Rarity came along, and said that she had just given Fluttershy her gown from the boutique, she looked normal though, not like when she was in her, thought to be, unicorn disguise. "She said one of the most farfetched things I have ever heard. She said that Rhymey said he wished he could take her back to his world with him, and he's going to dance with her before the ball."

The others didn't laugh this time, and felt worried as it looked like Fluttershy was taking this whole Rhymey thing seriously, but Twilight explained that she remembered seeing part of the book saying that this was another side effect. "All we have to do is continue to humor Fluttershy and eventually she'll give this whole thing up and then everything will be back to normal."

It was then that Fluttershy came along with a tuxedo she had bought. When they stopped her and questioned her, she explained that's he bought it for Rhymey. "He promised to share one dance with me before he leaves, and to think he actually wished I could go with him."

"Well, Gee, Fluttershy…" Spike said teasingly. "We hope _you two_ have fun."

"Yep!" added Applejack "And if you do decide to go with him… send us postcard."

Fluttershy blinked once in confusion. "Okay…!" she said and then she went off.

Twilight smirked at her friends. "Okay… now every-pony listen-up!" Everyone huddled over and discussed plans for one final humor session to help Fluttershy.

…

By sundown, everyone was headed for Canterlot, for the ball was almost ready to begin after Shining Armor and Candence would arrive.

Rhymey was standing up on the roof of the royal palace, wearing the tuxedo Fluttershy had got for him. It was getting dark and he would have to leave soon. Though he felt that he really should had left last night the moment he found the star stone. Yet he couldn't get his mind of Fluttershy though, he never felt like this before towards anyone.

Suddenly, he could see her far below in the castle ground she was there in a beautiful green, leafy-like gown, but she was pacing back and forth and nervously talking to herself, and some of her animal friends were looking very worried about her.

"What do I do…?" she cried "Rhymey's up there expecting me… oh!" She had to think fast, or else Rhymey would be gone soon and she wouldn't be able to dance with him even if she wanted, but she just didn't find the courage, but then one of the bunnies began to motion behind her. "What is it…?" she asked.

Then she heard someone clear their throat. It was Rhymey. She got down flat on the floor and whimpered while covering her eyes, "Oh, Rhymey… I'm so sorry! I didn't mean to keep waiting… I'm sorry I'm sorry…!"

Rhymey thought it was rather cute the way she acted shy, but when the music began to play, and they both heard it, Rhymey gracefully helped her up, and they started dancing. Fluttershy never felt so nervous in her life but, she slowly began to feel less timid.

"I told you I would dance with you,  
You dance very wonderfully too."

Fluttershy didn't know whether to feel flattered or embarrassed, yet here she was, dancing with a colt, and she was very good at standing and moving on her hind legs too. Rhymey almost wished they had balls like this back home, but they didn't have as many because of the evil that always showed up to ruin everything. Being a warrior was not always easy… but still… for the first time in long time, he felt warm and soft as Fluttershy felt to him.

As the song ended, Fluttershy actually curtsied to Rhymey and he bowed to her and tenderly kissed her hoof again. The other animals applauded for them both. "That was wonderful." said Fluttershy "Thank you, Rhymey."

Rhymey smiled, but then he looked a little grim again.

"But now afraid I must fly.  
Fluttershy… this is goodbye."

A sad expression appeared on Fluttershy's face, but she knew this was the right thing to do. "I… I want to give you something before you go." she said "Something… you know… like a gift."

"A gift for me…?  
What is it? Please hurry!

Fluttershy searched through her gown, and realized she had left it the coach which she came in. She decided to run and get it, and then meet him on the roof of the castle. Then she dashed off.

No sooner had she gone, did Twilight and friends arrive and all of them saw Rhymey standing by himself, still thinking he was Fluttershy. They approached him and made witty comments about the way he looked "Ooh la, la…" said Rarity "Look who's all dressed for his _big date."_

"So, Fluttershy…? I mean, Rhymey." Twilight asked teasingly "When do you share this big dance you promised?"

Rhymey refused to answer as he had had quite enough of their mocking him and still thinking he was Fluttershy, and merely said he was going to go home.

"Oh…! You mean back _unicornica_…?" teased Rainbow.

"I think it sounds like fun. Can I come too?" asked Pinkie.

"I'd love to see this… fantasy land of yours." said Applejack

"Oh! Do tell when our departure time is?" teased Rarity.

Rhymey turned to face them all, and sneered

"I'm opening the portal in just a minute,  
But when I do, you won't be in it!"

He stomped his hoof angrily and began to flap his wings and head up to the roof.

_"Oh? How come…?"_ the others asked in a teasing-manner.

As Rhymey continued to soar upward and he called down to them…

"First: You're just too many a-crowd,  
And second: Only winged unicorns allowed!"

The others watched until he was way up on the roof, and believed that Fluttershy would finally snap out of this little gag. "If that doesn't help her, I don't know what rightly will." said Applejack, and while everyone shared a laugh, Fluttershy came dashing forward, and almost ran right into Spike. "Oh! Sorry Spike, I just really have to go do this." she said and she continued to dash and then flew up towards the roof.

"Okay, Fluttershy." Spike called to her, but suddenly everyone stopped laughing "Wait a minute…!" said Rainbow "How could Fluttershy have just run past us, and already be up on the roof at the same time?"

Since Fluttershy couldn't possibly be in two places at once, there was only one explanation. "There must really be a Rhymey!" cried Pinkie. The others couldn't believe it. Rarity overdramatically fainted again. Applejack remembered what Fluttershy had told her, "Crumblin' crackers! You don't suppose she's really goin' with him…?"

Everyone panicked and Twilight teleported them all up to the roof with her magic and they were just in time as a bright tube of light came down from the skies. They didn't see clearly, but assumed Fluttershy was inside it. "Fluttershy!" cried Rainbow.

"Don't go…!" shouted Pinkie, but the tube of light already began to rise up into the sky. Pinkie burst into tears.

"Oh, Fluttershy! What have we done?" cried Rarity "All the time you were telling the truth about your friend, and we acted like such foals, and now we'll never be able to apologize to you, or see your friendly face ever again." she fell to the ground sobbing "Wo-ho-ho-hoe is me…!"

They all felt very sad, but Fluttershy came up to them. "It's okay. I forgive all of you." called a voice.

_"FLUTTERSHY…!"_ everyone cried. "Ye-Ha, girl!" cried Applejack. Pinkie pie still didn't stop crying, but at least she was happier now.

Fluttershy explained she never planned to go back with Rhymey, it was just too dangerous, but she did get to say goodbye, and Rhymey even gave her a golden quill as a token of their new friendship, and she gave him one of her spare butterfly clips.

The others were all happy for her, and they all just kept watching the sky until the beam of light was totally gone.

…

Rhymey returned to Unicornicopia with the yellow stone in hand and joined it with the green half to make it a whole star tone again. Grand Ruler was very proud of him, and pleased that he had learned so much, made a new friend. The others couldn't wait to hear his story.

"It really is a lovely tale…" but then he noticed,  
"Your majesty, you look a little pale!"

The Grand Ruler, indeed, smiled sadly, "I will be fine. If you will excuse me." he said and then he headed off. Rhymey was confused, but Krysta and Lightning knew what was up with Grand Ruler…

Grand Ruler had gone to his private sanctuary and sat down sadly while gazing at the statue of Princess Celestia. At least he knew she was alive.


	22. Part 1: Beginning of the end

**EPISODE TWENTY-ONE**

**(Part One)**

Shining armor and Cadence had arrived, and the ball was ready to begin. Twilight was very happy to see her brother again as he was happy to see her. Cadence was happy too and both she and Twilight did their special happy dance.

Twilight and friends were invited to dine at the royal table, with the newlyweds, and Princess Celestia. Fluttershy was busy telling story about Rhymey to them all, and about Unicornicopia and Star Fleet. Everyone was just amazed by the fact there were actually ponies living in the outer worlds.

When Fluttershy explained that Rhymey had told her about the Grand Ruler… and alicorn with three golden horns, and golden wings… Celestia froze on the spot in silent shock and her drink fell to the floor shattering the glass. "Princess…!" cried Twilight as everyone gazed at her. She looked as if she had seen a ghost.

_"Celesto…!" _he voice echoed in her mind. _"Is it is really you…?"_

"Princess…? Princess…!"

She finally snapped out of her trance. "Oh! Oh… my apologies." she said. "I was lost in thought for a moment."

Everyone thought it must have been a very deep and important thought for her to just zone out like that, but before any of them had a chance to ask… the palace began to shake, and the windows shattered. "What's going on?" cried Rarity.

"Sister…!" called Princess Luna "We are under attack…!"

Everyone jumped from their seats, and Captain Shining Armor called out the guards at Celestia's command. The royal guards all dashed outside into action, only to be easily overpowered by three unusual dark unicorns…

Titan's minions entered the main hall and began to cause such trouble and destruction. The guards tried their best but couldn't seem to hold them back, even Shining Armor got hurt. "Darling!" cried Cadence.

"Brother…!" cried Twilight.

Shining just lay on the floor, he tried to get up but he just knocked down again by the power of the minions. Finally, Twilight and Cadence dashed over. "Stop…!" shouted Twilight.

Rep-Stallion gazed at Twilight. "So you're the famous, Twilight Sparkle we've heard of." He scoffed "You don't even look much like a strong fighter to me."

Twilight's anger was rising. "No…! Don't…!" Cadence said, and she peacefully tried to reason with the minions. "What do you think you're doing…?" growled Mysterious.

"Please…! I don't want to have to fight you." replied Candence.

"What…? You don't want to have to fight us?" Dementia broke out laughing, but Candence knew and said "No! Every living thing has a heart, if I can just connect to it."

Her horn let off a glow of light and she cast her magic on the minions. "Hey…! What is this?" snapped Rep-Stallion.

"Ew…! Get it off!" added Dementia.

Mysterious hissed angrily.

Cadence continued to pour her magic on the minions hoping the love would reach their hearts and they would stop this senseless attack, but suddenly the magic faded and nothing happened at all. Cadence stood there unable to believe…

"What…?" asked Twilight "What's wrong?"

"May magic… is has no effect." cried Cadence as eyed at the minions in greater disbelief than ever. "Y- You have no hearts!"

"And _you_ don't have a brain!" growled Rep. Shining tried to get u and strike him for insulting his wife like that, but Twilight held him back. "Why are you are doing this?"

"Duh…! Because we're demons, guard-boy." said Dementia.

"Yes…" hissed Mysterious "And we only exist for one purpose… to destroy and wreak havoc!"

Twilight and her friends never heard of anything so awful in their lives, but Celestia would not stand for this "Whoever you are, you are not welcome here in Equestria. I give you this one chance to leave now!"

"I'm afraid you are no longer calling the shots around here!" hollered an evil and familiar voice which turned everyone's blood cold. "That's voice…!" cried Twilight.

Princess Luna began to feel very uneasy. "It… can't be!"

All the lights went out and all the remained was a single dark glow of light high above the center of the hall. "Nightmare Moon?" cried Spike "It can't be…!" added Twilight, but it was here and she had brought more than just he minions. In no time at all… a vast armada of shadowy guards of her own, horribly outnumbering Celestia's army!

Nightmare then lunged, and whatever happened then on could not have been good!

...

Meanwhile, in another dimensional world, Serpentari knew that Star Fleet now had three of the star stones she sought, and the only sure-fire way for her to get them now would be to invade Unicornicopia. She would get the stones, and crush her enemies at the same time.

Once the unicorns were out of the way, nothing would stop her from achieving her ultimate goal and restore what was once lost to her.

Unbeknownst to her, she was not the only one with sinister plots against the unicorns, and not just against them as well...

…

Princess Celesita awoke from being knocked out after she was pony-napped. The last thing she remembered was Nightmare attacking, and she tried her very best but was overpowered by powerful magic and knocked out cold.

She was now found herself the caves under Canterlot where Twilight unmasked Queen Chrysalis' charade before the royal wedding, and she was locked in a magical bubble with Nightmare Moon gazing at her form outside. "Sister…? Why…? This isn't possible." she stammered

"Sister…!" cried another voice. Celestia turned to see Princess Luna trapped in another bubble beside her, and Twilight in a third. Twilight was just as confused at how Nightmare and Luna were in the same room at the same time.

Nightmare explained that when Twilight and her friends used the elements of harmony on her, what really happened was, Nightmare and Princess Luna were split into two, and the evil part headed into dimensional space with the intention of getting stronger, and then returning to Equestria for revenge! She no longer required being part of Princess Luna and she no longer had plans to make an eternal night, but rather to destroy Equestria and then rebuild it into her own world of nightmares and chaos, and already the inhabitants of Equestria were conscripted into her army of slaves and prisoners.

She wanted the princesses and Twilight alive and locked up to witness it all, and this way they wouldn't be able to escape and try to get to the elements of harmony. Without Celestia or Luna to unlock the seal and without Twilight to power to the elements; Nightmare had pretty much nothing to worry about.

The others felt absolutely livid, but try as they did, they were unable to break free from Nightmare's spell which could only be broken from the outside. She laughed at them, "Foals! Weren't you listening to what I just said? I have become stronger now; your pathetic magic powers are no threat to me."

The prisoners stood upright on all fours. Celestia tried to reason with Nightmare. "Silence!" snapped Nightmare. She stomped her hoof on the floor, and Celestia was shocked by magic currents. "Big sister!" cried Luna.

"Princess!" cried Twilight.

Celestia wasn't hurt too badly. She glared angrily at Nightmare, "You won't get away with this!" she assured her. "Oh, really…? I wish someone would write you a new line. That one is getting so tired." Nightmare said and then she left the caves under tight guard so no one would try and sneak in to try and free the prisoners.

Twilight continuously struggled to try and break free. "I will not… let… this… happen!" she growled, but it was just no use. All three of them could only image the bad shape Equestria was in now… and what of their friends?

…

Back in Unicornicopia, three star stones had been obtained and only one was left, but Grand Ruler had sent Lightning a letter saying that he was unable to locate it, but he would continue to sighed heavily as he sipped his milkshake. It had been very boring lately; Krysta had gone to visit her people in the Valley of Fairies. None of his friends needed much help with their jobs that day, and there hadn't been a single monster attack since the fall of Titan's minions. Of course that meant all was well and safe.

He decided maybe to just go for a walk, but as he grabbed his milkshake and turned to head off, he ran right into Starla and they both ended up spilling their milkshakes all over each other._ "Oh, I'm sorry_." They both said at the same time. _"No, I'm sorry." _they did it again. Then they paused and tried to wait, but they ended up saying _"I'll buy you another one." _At the same time too. They shared a soft giggle, and both paid for two extra milkshakes, and they both went for a walk together.

"So…" Lightning said.

"So, what…?" asked Starla.

Lightning tried to be as careful as he could, "How are things at the observatory?"

They had a nice chat, and Starla explained she was a little worried. She had been gazing at the stars at night lately but couldn't shake off a weird feeling that something dreadful was about to happen. "It seems every time we crush our evil enemies, a newer, greater evil arises."

Lightning understood how she felt. "Don't worry," said Lightning "If something does come, I just know we can see it through. Think about it, we've faced so many things already. If anything comes our way, well ready with a bang!"

That's when a distant explosion was heard and felt, even from in the city. Starla leapt into Lightning's front limbs with a yelp.

Smoke was coming from the direction of Greenland. Nobody panicked as it was just Brain. He had been working on one of his newest and most desperate secret projects of them all for a while now, and every now and then a small explosion came from his house, but it was nothing to fret over. Just another one of his tests that he would mark as _"Unsatisfactory… Most unsatisfactory…!"_

"That must be the hundredth time he's done that." groaned Lightning. Then he realized he was still holding Starla. So did she… they both blushed madly, and he put her down gracefully and they both shared another giggle.

Lightning's mind was racing in circles. If Krysta were there she'd be nagging at him to ask Starla to be his mare-friend, but was this the right time to ask her? "Um… Starla…" he suddenly found himself asked.

"Hmm…?"

"I… I wanted to ask you something really important."

Starla felt her cheeks turning red again. "What…? What is it?"

They were soon gazing into each other's eyes, and this time instead of turning away, they found their faces slowly move towards one another's, getting closer, and closer, their eyes softly closed, their lips were about to touch, when the ground suddenly began to rumble. _"What?"_ they both exclaimed. Something told them this wasn't Brain's doing as the ground continued to rumble and quake "What's happening?" cried Starla. "I don't know, but I don't like it!" said Lightning.

That's when the small serpent soldiers burst through the ground armed with axes, swords, maces, and shields. The alarms went off at once as more soldiers burst from the ground and all the unicorns began to run for the nearest shelter.

"How did they get in here?" asked Starla.

Lightning didn't know, but he and Starla transformed. "Let's get them!" and they began to brawl!

Buddy Rose and Artie came running round the bend, and they were surprised! "Serpent Soldiers…?"

"In the kingdom…?"

They soon joined the fight along with others, who were good at fighting, but things got way worse as Serpentari entered the city from a portal in the skies. "Look out…!" cried Lightning. Everyone scattered before they were crushed.

Serpentari roared loudly and she seemed ready for a big fight!

…

Grand Ruler could feel the tremors even in his floating castle. He knew this meant trouble so severe that he would have to investigate himself. He just hoped he would be able to do battle and keep the shields raised round the shelters at the same time.

So he headed off leaving his guards to stand watch over the palace.

…

Lightning and friends gazed sharply at Serpentari. "How did you get here?" snarled Lightning. "And why are you here."

Serpentari didn't answer at first and merely gazed around. "So… this is the realm that Titan had failed to conquer is it?" he sniggered "Well… it serves him right for all the horrible things he had done to me!"

The gang was confused. "How do you know of Titan?" Lightning asked "And what do you mean by what he did to you?"

Serpentari asked if Titan had ever told them the story of how he and she used to be a thing on their home world of Edenite, and suddenly, by comparing letters of her name… _S_-erpent-_ari_

"Your Sari?" asked Lightning.

"I used to be…" Serpentari sneered "Now I'm nothing more than the ugly demon creature you see before you."

She explained how, a-thousand years ago, she remembered when she and Titan used to be close, back when he was kind-hearted Titanius, but then he failed to cure her sick mother and she hated him and turned him down, and threw the acids at his face which horribly disfigured him.

"First her failed to heal my mother, and if that weren't bad enough, he returned to Edenite to destroy us all!" hissed Serpentari.

…

_Titan had arrived at Sari's home, and had both her and her father at his mercy. "Titanius… please… don't do this!" she begged, and she tried to apologize for ruining his face, but Titan would not accept it, and though his acts of hatred, in a blinding rage he blew up her home, killing her father instantly, and then proceeded to obliterate the rest of Edenite, converting it into the Dimension of Darkness._

_By nothing short of a miracle, Sari survived. However, she was injured beyond hope and barely alive and her magical powers were faded into nothingness. With her life fading fast, she knew of only way to survive. Being an enchantress, using what was left of the materials she had she mixed up a potion with the essences of swamp demon blood, it was all that she had which transformed her into the serpent-like creature she was now, and assumed her name, Serpentari… a combination of Sari and Serpent._

_…_

"This wretched body you now see me as. How I despise it!" growled Serpentari. "My beauty was gone, and Titan had destroyed my home. The hatred boiled inside of me, and I decided to get revenge, and there was only one way that I knew how…!"

Her forehead began to glow. "What's that…?" asked Buddy Rose.

"Look…!" cried Artie.

There, on Serpentari's forehead was the fourth and final star stone with the colors blue and indigo. "So, she had it all this time?" asked Starla.

Serpentari explained that after her transformation, she left the Dimension of Darkness to find Titan and make him pay. She met up with him, and he did not know she was Sari. However, she proved to be no match for his Titan's evil powers. She managed to escape before Titan had a chance to finish her off, and she then realized she would need a way to restore herself to her former self instead of being a slimy disgusting creature she despised, and gain the power she needed to crush Titan and anyone who dared to get the way of her goal.

She found the star stone which empowered with strong magic and abilities to help her in her quest, She never had felt such incredible power before, and began her quest to find the others, she search and searched for all those centuries but was never able to find them "…Until now!"

Lightning felt horrified and furious. "You killed innocent creatures, like my family, that had nothing to do with your problems, and laid waste to other worlds because you hated Titan and wanted to restore your beauty?"

"You horrible creature!" growled Starla. She almost couldn't blame Titan for hating her and wanting revenge, even though it was still a very wrong thing to do, but she did continue to berate Serpentari's actions, including how she treated Titan when it wasn't his fault her mother died. "He tried his best and tried to be sympathetic, and all you did was treat him harshly, ruin his face, and cause him to go insane which brought forth one of the darkest evils there ever has been!"

Serpentari realized that, and she didn't care. "What's done is done!" she roared, and made it clear that she wanted her revenge and that was all there was to it. However, because the unicorns destroyed Titan already, now she would never have the satisfaction and honor of doing it herself, and they had become a constant nuisance preventing her from acquiring the star stones. "And now here we stand…!" she hissed "The star stones shall be mine, but first… I'm going to rid of you wretched creatures once and for all!"

"You will never win…!" shouted Lightning "Evil never triumphs, and you will answer up to all the evil you have spread and all who you've hurt and killed."

Serpentari laughed, "We shall see…" and with a loud roar, she began to dash forth leaving a trail of destruction through the road and the sidewalks. The gang flew straight up and dodged her. "We have to get her out of the city!" cried Buddy Rose "Who knows how much destruction she can cause?"

"Follow me!" cried Artie and the others began to fly after him and Serpentari gave chase, tearing up the roads and destroying many trees and unshielded obstacles in her way. "You can't escape from me!" she hollered.

Along the way, Rhymey and the twins joined up with the gang, and they all stopped in the wide open fields where there was plenty of space to battle. "So, you're all together now?" Serpentari hissed. "Makes it all the more easier for me to get rid of you in one easy swoop. Then the star stones you have shall belong to me."

The others all stood ready, weapons and all. This was going to be a battle to remember, especially for Lightning. He was going to get this creature for everything she did to him and his family and friends on Harmonious. "Mom, Dad…" he said in his thoughts and pictured the images of every other friend or loved one he knew and lost _"…I'm fighting for all of you!"_

…

While in Equestria…

The evil Nightmare Moon and Titan's minions wasted no time in unleashing their wrath on the entire kingdom, and with the princesses and Twilight imprisoned in the caves, and the royal guards were vastly outnumbered, all was turned to chaos and nightmares.

Whole cities, houses, fields and forests were on fire. Towers were toppled over. Why, even Rarity's boutique was crushed and with all her finest clothing designs going up in smoke. "No…!" she shrieked "Oh… the horrors!"

Lots of the ponies and other creatures tried to rebel against Nightmare and her armada, but nothing seemed to work on her, her shadows, or Titan's minions. They were just too powerful.

Rep-Stallion gazed at Fluttershy and how scared she seemed. He couldn't resist it and let out a simple little "Boo." Right in front of her face. As expected, Fluttershy screamed in a cry of horror and she ran to hide behind all her friends, trembling like a frightened mouse.

Nightmare and the minions laughed at the way Fluttershy and the others were cowering. They had tried their best, but didn't stand a chance without Twilight or the elements of harmony. "What are you going to do to us…?" asked Applejack.

"Whatever it is… you won't get away with it!" snarled Spike.

Nightmare simply narrowed her eyes in anger "Do not attempt to defy me!" and her eyes began to glow, and she raised Spike up high in the air and threw him hard against a wall.

_"SPIKE…!"_ the others shouted.

Nightmare had mastered powerful psychokinetic abilities while she had been away and preparing herself for her return. That combined with her shape-shifting and powers of darkness, she was one powerful and seemingly unstoppable mare.

"Any-pony else wish to be a hero…?" Nightmare mocked "No…? Then you'll do as I say, or your fate shall be far worse!" Her eyes glowed again and all the ponies were glowing in the same dark light, all feeling themselves being squeezed like toothpaste tubes. A small taste of what Nightmare had in store for them for further disobedience. "This is my world now!" she bellowed "Equestria is no more, and I hereby name this… _the land of Nightmarica!"_

Before long… the gang, along with practically every other pony and creature in all of Equestria were bound to powerful, enchanted chains that prevented them from flying or casting any magic. Many were forced into hard labour, including Cadence and Shining Armor along with the form fleet of royal guards. Having to work without the use of their powers and wings, and no breaks really began to get to them.

While they slaved away, others who were too young or too small for work or be of much use, were clapped into prison, even the cutie mark crusaders, and the cake twins, Pumpkin and Pound. The little babies were crying their heads off in fear, but at least their parents were with them, only because the guards couldn't stand the babies crying. "Silence those foals!" they demanded.

Sweetie Bell, Apple-Bloom were trying to be brave, but were very worried about their sisters, Applejack and Rarity, and all their other friends as well. Scootaloo couldn't believe this was happening to the kingdom. All three of them felt like crying, but tried hard to hold it in so as not to disturb the guards and receive more lashes.

All hope seemed lost for them all now…

However, one tiny creature, a fairy from Krysta's world, was fortunate enough to move about without being seen or noticed, and witnessed the entire thing from the beginning. "I must inform Queen Krystalline." She said and then she vanished through a portal.

With Equestria enslaved, and Serpentari ready to face Lightning and his friends… the great struggle had no officially begun!

**_To Be Continued…!_**


	23. Part 2: Avenging the past!

**EPISODE TWENTY-TWO  
****(Part Two)**

While everyone else was slaving away building Nightmare's empire and others rotting in the dungeons, Twilight's friends were forced to being castle servants. They were charged with cleaning the entire fortress and tending to Night Mare and her friends' every need. Rarity constantly was whining about how ugly she looked, dressed in rags, covered with soot, and chained to an iron ball. "Eww… there's dust in mane." she cried.

Applejack was very annoyed as she passed by with another heavy crate of apples "You got the easy bit!" she growled "I like cookin' as much as the next, but this is worse than findin' half a worm in your apple."

"SILENCE…!" shouted Nightmare. Her eyes glowed and Applejack and Rarity were being shocked by their chains and manacles with powerful magic. "Servants are to be seen… and NOT HEARD!" Nightmare shouted. "Now… get back to work!"

Then she summoned Pinkie Pie to sing for her, and Rainbow Dash to perform tricks for her as entertainment. Poor Pinkie was on the verge of tears and Rainbow felt her anger spiking, but there was nothing she could do without her wings and magic, not even her old stunts, and she kept stumbling and hurting herself… which was exactly what Nightmare enjoyed seeing.

Spike and Fluttershy were busy washing the windows and whispered to one another how much they hated this. "If only I knew where she was keeping Twilight and the princesses we could try and get the elements of harmony." Sadly, even he knew there was no such luck, not while they were all chained and under a heavy watch by Nightmare's vast fleet of shadow guards.

Fluttershy said nothing for fear of being disciplined, but secretly thought of Rhymey and his friends, the warriors of Unicornicopia, and wished they could hear their calls for help.

…

While in Unicornicopia… Serpentari dashed forth, and the gang scattered out of her way. Starla and Rhymey tried their attacks for a test…

**_"STAR SHOWER…!"_**

**_"DRILL QUILL…!"_**

As expected, they had hardly any effect at all. Serpentari just chuckled "My turn…!" she roared. The star stone in her forehead began to glow **_"PLASMA VAPOUR!" _**she shoutedand unleashed her power. Everyone dodged as the powerful energy zoomed right past them, leaving such a trail of destruction. The blast kept going and crashed right into a building that was shielded with a force field so not too much damage was done, but the poor sheltered unicorns inside were shaken about and frightened. The shield itself seemed to have taken quite a beating!

"Stay focussed!" shouted Lightning. "We've got to try harder!"

The battle continued, and Dyno and Myte had an idea. The waited wand watched as Serpentari's mouth move as she roared and screeched. Then they fed her a taste of their, **_"BOOM-BOOM ROCKETS!" _**right through her mouth and into her stomach. The small explosions ruptured her insides, but she seemed to be more angry than damaged. "Fools…! Take this…!" she shouted as she swung her huge tail hard knocking the twins up high into the air and away from each other.

"Dyno…!"

"Myte…!"

Serpentari laughed maliciously, but the others charged forth like a stampede, and launched many attacks at once and managed to actually put a big scratch on her scaly face. She roared and screeched in pain for a brief moment. "We got her…!" cried Starla, and others began to cheer, but then they noticed the star stone glowing again, and her wounds seemed to heal instantly.

"Oh, no…!  
It can't be so!" cried Rhymey.

With her wounds healed, Serpentari was madder than ever and decided to even up the fight. The stone glowed again as she summoned out her, **_"SMALL SERPENT SOLDIERS…!"_** one for each gang member to deal with. Lightning almost immediately realized why Serpentari would summon her minions when he didn't really need them, but before he could warn his friends… "Let's get them!" shouted Buddy Rose, and the others began to charge at the monsters. "No wait…!" cried Lightning, but his friends were already fighting the serpents. Lightning also had a monster of his own to tend with, but rather than attack it, he just kept rolling, and dodging out of its way as it came at him, but the others were already using a lot for their powers and strength, much to Serpentari's amusement and her plan- to let them tire themselves out so they'd have nothing left to fight her, but Lightning wasn't about to let this happen, and he thought of something. "It's risky but I've got to do it" he said to himself, and he summoned the rainbow rod, and told the others to quickly gather all the soldiers into one place. It wasn't easy, but they managed to do it. "Do it, Lightning!" cried Artie!

Lightning powered the rod, recited the chant, and unleashed the **_"RAINBOW FORCE…!"_** Wiping out all the serpents at once, but he felt a little tired after which.

"Lightning…!" Starla cried as she ran over to help him up "Are you okay…?"

"I'll be fine!" panted Lightning as he stood. "Let's go!"

They dashed over to join the others, and Serpentari hissed, "My patience is wearing thin. I give you this last chance- Hand over the star stones you possess!"

"Never…!" shouted Lightning "If anything, you should hand over the one you have and make it easier on yourself."

Serpentari roared angrily and began to charge again. **_"PLASMA VAPOUR!"_** he shouted, as the stone in his head glowed and he launched another wave of energy. The others scattered around, but poor Starla was barely able to get all the way aside as she felt one of her hind legs getting hurt by the burning of being so close to the blast. "Ow…! Ah…!" she groaned as the trail sped past her and blew up a set of trees.

Poor Starla fell to the ground shaking in pain, "My… my leg!" she cried softly, and she did look hurt. One of her boots had been completely burned off, and her leg look badly burnt and bruised. Lightning felt his anger beginning to spike. "Starla….!" he roared, and then he roared angrily and charged at Serpentari feeling the burning rushing through him, "Easy pickings…" hissed Serpentari and she swung her tail and bashed him really, really hard "A'ugh…!"

_"LIGHTNING…!"_ the others shouted.

Lightning felt as if the moon had fallen on him. His mane and tail were all ruffled and tangled, and his armor never had a bigger dent in it. Serpentari just laughed, and then gazed at the others. "Now, isn't this a shame." She mocked "Star Fleet has always triumphed over many kinds of evil, only to be brought down now after all this time…"

The others were so upset and worried that they didn't know what to do as if for the first time. Not a single one of their attacks worked, and even they did manage to damage her, the star stone in her head would heal her. All seemed pretty hopeless…!

Serpentari then prepared herself for the kills she had been waiting for a long time. She was ready to blast Starla and Lightning to dust, _"NO…!"_ the others cried, but suddenly, Serpentari began to feel strange as if she couldn't move. "What is… happening…!" he growled "My powers… they are getting weak!"

The star stone in her head began pulsating like crazy, and then it popped right out. "No…! NO…!" Everyone watched as the stone began to float through the air and join with the other four around, "Grand Ruler…!" cried Lightning. His master smiled and nodded. Then he said "Sometimes, even the best of warriors need help, but even so… evil will never triumph over good." He then used his magic to charge the four star stones which made them give a powerful glow and shot rays of light straight at Lightning, Starla… and all their friends…! All of them felt very strange. "What is this…?" asked Buddy Rose.

"What's going on…?"  
I feel so strong!" said Rhymey.

Dyno and Myte felt like they could blow up a mountain themselves, and not with any explosives but just using brute strength. Starla and Lightning both stood up, with their injuries fully healed, and Starla had her boot back. Grand Ruler explained that, just as he had promised, "You all found the star stones. You overcame many hardships and battled countless foes and all because you never gave up hope and continued to believe. Now as promised, their great power will bring you victory. Use it well."

"No…!" growled Serpentari "The power is mine…! I must have it!" Even with her powers severely weakened, she still was not willing to let what she had come so close to obtaining slip away now. "I WILL CRUSH YOU ALL…!" She charged forward ready to crush them all like insects. "Not if I can help it…!" snarled Buddy Rose as he dashed forth and with his vine whip, unleashed his biggest and deadliest, **_"WHIPLASH STRIKE…!"_**

Serpentari was thrashed at hard, and felts waves of magic severely damaging her.

"Our turn…" said Artie as he held his staff.

"Now she shall learn!" rhymed Rhymey holding his sword up high.

**_"ARTFUL STAFF-SPIN…!"_**

**_"THRASH SLASH…!"_**

They both leapt forth and slashed and bashed at the evil demon, harming her further. The others attacked him as well…

**_"GALACTIC PROJECTILE…!"_**

**_"BOOM-BOOM FIRE…!"_**

And Lightning stood both his golden horn and the rainbow rod glowing wildly and ready for the final blow. He no longer required as much concentration as before and in fact was ready to try something he never thought was possible before. "Serpentari!" he shouted. "You killed my parents…!" he blasted her once. "You've destroyed countless dimensions for your own desires…" he blasted her again "And you have demonstrated nothing but pure evil…" he blasted her a third time. Serpentari was shrouded in powerful shocking waves of magic that were harming her severely…

"…And now… may all you have destroyed be avenged!" shouted Lightning

His horn and the rainbow rod both glowed and sparkled like crazy. "You can't do this to me…!" shouted Serpentari.

"I can and I will…!" shouted Lightning as he charged rainbow force with the uniforce together, at the same time without even shouting out their names or reciting the chants. The two forces collided into Serpentari. The beast roared and screeched endlessly as her body began to vaporize into complete and total nothingness. The light was almost too blinding for everyone to look at and they shielded their eyes.

Then, she was gone… and all was quiet for a moment. Lightning just stood there, not feeling very exhausted and feeling amazed from what he had just done. _"Mom… dad…" _he said in his thoughts, and then thought of all his other departed loved ones he had left on Harmonious. "It's over… I've won your revenge. You can rest in peace now.

Grand Ruler approached him and smiled proudly at his student. "You have mastered the uniforce and the power of the rainbow force… much sooner than ever had myself. Well done, Lightning."

Lightning smiled and bowed to his teacher, and Grand Ruler commended everyone for their efforts. They truly were now some of the best fighters on all of Star Fleet.

"But really…" Lightning said "If you hadn't shown up with the star stones then who knows what would've happened…?"

His mentor was aware of that, but he could only repeat what he said about event he greatest of warriors need help sometimes. "I myself have needed help many times before, just like you and your friends. It's what makes Star Fleet a team… and very powerful force to be reckoned with."

Lightning and his friends understood, and realized that even in the most difficult of times they would always fight together, and that was what friends and team was all about. Grand Ruler was very proud of them all, and he bowed to them and they bowed back.

The moment was interrupted, however, when a small portal appeared and out came Krysta crying "Lightning…! Lightning…!" Everyone dashed over. "Krysta…? What's wrong…?"

Krysta took a moment to catch her breath and she explained that there was trouble in Equestria. Grand Ruler's ears twitched and Rhymey blinked once. He was very worried about Fluttershy.

"Tell us now!  
How bad is it- How…?"

Krysta could only explain that it was worse than bad…

…

From their prison in the caverns Twilight, Celestia, and Luna could hear all the chaos and agonizing cries of the poor creatures being tormented. Luna felt ever so depressed and felt that this was all her doing. She created Nightmare, "The fault must lie with me."

"No, Princess- Don't think that." said Twilight. "We all were just as surprised by her appearance, and had no way of knowing, and now you're in just as much danger as the rest of us." added Celestia

Luna couldn't understand how her sister and her student could act so calm at a time like this, Celestia hated to admit it, but she was deathly afraid, and for the first time in a very, very long time too. Twilight was just as frightened. Even with her magic still working, there was nothing she could do as long as she was trapped in the bubble prison. Worse than that, she was worried sick about her friends, knowing they had it worse than she did.

She closed her eyes tightly and prayed for a miracle. Her prayers were almost immediately answered when the guards were watching them suddenly vanished through small portals that appeared, that's when a small fairy, Krysta, and several others appeared in the dungeon through a second portal. "Who are you?" Twilight asked.

"Shh…! No time to explain." said Krysta, and she and her warping fairies used their warping spells to weaken the bubble prisons holding the three ponies just enough so they could slip out. "How can we ever repay you?" asked Celestia.

The fairies gazed at one another and explained of what they wanted them all to do.

…

Nightmare was finally merciful enough to give Twilight's friends a rest period, but not a very long one, and threw them into another dungeon within the fortress. The single cell was cold and dank, and there was hardly any place to sleep, but Twilight's friends were so sore and tired from all their chores, they almost didn't care to just collapse in any place.

Spike was still very worried about Twilight, so much that a little tear escaped from his eye.

"Are you okay, Spike?" asked Fluttershy.

"Of course he's not okay." said Rainbow "Do you think any of us are?"

Everyone was worried about the kingdom, the princesses, and Twilight, and they began to fear as if they were never going to know peace and harmony again with the way things were going.

Then, suddenly, they all heard a little sound, "Pssst…!" they all looked up and saw a fairy, Krysta, at the cell window. She explained, in a very soft tone so she would not be overheard, that the princesses and Twilight were fine and safe with them now and that they would be a way for a short while, but she promised they would see them again soon. "Don't worry… everything will be all right soon." Then she vanished out of sight.

The ponies felt so relieved, and Spike wiped the tears from his eyes. Twilight was safe now, at least that was over, but he and the others hoped that fairy meant what she said about everything being fine soon. For now, all they could do was try to keep strong, and play it cool.

…

In the void of dimensional space, that sinister voice behind the glowing red eyes hissed. _"The time has come. Are you ready my friend?"_

The shadowy image of whatever Discord was now extended his large wings and claws. "I am…" he said deeply. "The unicorns will finally be no more, as per your desire, my master."

He and his master, whoever he was, shared a sinister laugh while gazing at Unicornicopia off in the vast distance.

**_To Be Continued_****_…_**


	24. Part 3: Reunion

**EPISODE TWENTY-THREE  
****(Part Three)**

Titan's had been really enjoying themselves ever since they had teamed up with Nightmare and enslaved Equestria turning it into Nightmarica! And now… they felt they were ready to pick up where they had left off…

Nightmare even graciously allowed them to have their fun and crush their own enemies. So the minions went off, and this time they promised not to leave until Unicornicopia was crushed into dust!

_…_

The gang was at Grand Ruler's palace, eagerly awaiting the arrival of their guests. Princesses Celestia and Luna, and Twilight Sparkle were on their way with Krysta. A royal red carpet was placed along the way from the portal gate and the guards were standing at the ends and in the patterns of male and female, side-by-side

Cookie Dough had been summoned to the castle and was busy preparing a meal under The Grand Ruler's orders. The guests were bound to be famished after being locked up for some time with harshness and neglect, and after their inter-dimensional journey.

Brain requested to be present too. This was a dream come true to be able to meet creatures from another world… it fascinated him more that these creatures were ponies almost exactly like them in ever detail. "I only wish the circumstances were a little more… eh… erm… pleasant, as it were."

…

_The moment Krysta explained about the dangers of Equestria, after a short debate it was decided that Krysta was to go back to Equestria and bring the two princesses and Twilight to Unicornicopia._

_…_

"Once they've arrived, we might be able to devise a way to help them." said Buddy Rose.

"I tell you…" said Artie "From what Krysta said… that Nightmare Moon surely lives up to her name- Nightmare!"

Rhymey was easily the most worried, he had only recently just visited Equestria and it all seemed so beautiful and tranquil. He gazed down at the butterfly clip that Fluttershy gave to him and remembered the tuxedo she had bought for him back at his house… the very one he wore when he danced with her.

_"Please be alright!  
__Just hang in tight!"_ he said in his mind.

Lightning came downstairs from seeing Grand Ruler. "How is his majesty, Amigo?" asked Dyno.

"Is he really that nervous?" asked Myte.

Just the concerned look on Lightning's face answered the question. Grand Ruler was very nervous indeed about Celestia coming, though it was his idea, and Grand Ruler actually allowed Lightning to tell them why…

"Who could blame him…?" asked Starla.

Celestia was no ordinary creature, she wasn't just the ruler of Equestria, but Grand Ruler's former-fiancée as well, and he hadn't seen or heard from her in well over a-thousand years, and after all this time, what was to really be expected?

The portal began to glow, and Krysta and her followers were first to emerge, and that's when the royal musicians sounded their horns, and Krysta thought it not too impolite to announce. "Their royal highnesses…! Princess Celestia and Princess Luna! Rulers of Equestria…! And apprentice pony, Twilight Sparkle."

The portal glowed again as the three ponies emerged. The gang stared in awe at the sight and mystical grace of the two princesses, especially Celestia, she was just as beautiful as Grand Ruler had described.

Twilight walked in between the princesses as they all gracefully walked along the carpet, and each of the guards tipped their lances as they passed as form of greeting. The guests nodded to each and every one of them, and were surprised that some of the guards were female.

They made their way into the main chamber where Lightning and the gang were waiting. They all bowed to the princesses and Lightning stood proud and said "On behalf of my mentor, The Grand Ruler, and all of us here … I welcome you all to Unicornicopia in friendship and honor."

The princesses and Twilight bowed. Twilight felt honored and excited to be in such a place.

The royal fanfare sounded again, and two guards at the throne announce the entrance of _"His royal majesty… ruler of Unicornicopia, and commander of Star Fleet, The Grand Ruler!"_

A tube of golden light shone down from the ceiling, everyone gazed up and there he was slowly descending to the floor. Twilight could hardly believe her eyes, and Celestia… she was speechless, and his met hers and touched down on the floor and the light vanished.

The others all bowed, but Celestia and Grand Ruler kept gazing at each other so deeply, they felt their souls being pierced. He gently took a step towards her on all fours, and stopped at the last ten feet. The cape she had made him that he was wearing softly fluttered, just like her long and beautiful mane and tail. "Um… Greetings… Celestia." he finally said.

Celestia's heart began to race for the first time in ages. Tears began to fall from her eyes. "Celesto…?" she peeped. Even though this was a royal gathering, and what she was about to do was considered rather improper. "Celesto…! Oh, Celesto!" she dashed right over to him, and he ran to her, both colliding in embrace. She let out all her emotion "I… thought you were gone forever! I thought I would never see you again."

A single tear rolled down Grand Ruler's cheek, "I have missed you so much." he whispered to her as he embraced the lovely feeling of having her near him again.

Twilight felt like crying. Now she understood why the princess acted strange before.

Lightning smiled, Starla wiped a tear from her eye, and the twins… they were blubbering and hugging each other like the brothers they were. _"Ay' Ay' Ay'! It's so beautiful!"_ they cried. Two lost lovers reunited after being apart for so long.

As for Luna, Grand Ruler approached her, and remembered that it was she who responsible for what she did all those ages ago. He looked rather cross with her, and she bowed her head in shame, but to her surprise. "I welcome you as well, Princess Luna." he said with pride and a smile.

Luna looked up and smiled, and then they both bowed to each other.

…

Soon, they were all seated in the great hall and enjoying the meal Cookie Dough had made. They all thought it was delicious, especially the guests. Cookie Dough was flattered, but this was no time for pleasantries…

All through the meal things were discussed about Nightmare and Titan's minions. Twilight hated to admit that she never though she knew something without a heart could exist. "Now, you really know what we're up against." Lightning said "Even your elements of harmony won't be of much help. In fact if you were take them into battle… I'm sure they would be destroyed."

"Impossible…!" Twilight said "The elements of harmony, destroyed?" She refused to believe such a thing could happen, but even still getting to where the elements was also seemingly impossible, according to Krysta's messenger and from what the guests had seen…

Nightmare, aside from being aided by Titan's minions, had constructed a powerful fleet which consisted of more than nine-million nine-hundred-thousand powerful shadow guards, with a destructive force of a large nova!

"That's insane…!" snapped Artie "A fleet of almost ten-million? There's no way we can fight them all off. We'd be spotted before we even started!"

The others were in shock by the details, and had their doubts, but Lightning kept insisting there had to be a way. "There may be…" Luna said. She knew more about Nightmare than any of them, being her once. "The elements of harmony… They will not be enough to thwart my evil, former self… not alone."

Everyone caught onto the idea and liked it. If they were to join forces, combine the elements of harmony and the star stones, and having Star Fleet fight alongside the ponies. "It's very risky…" said Grand Ruler "But if Princess Celestia has no objections…?" he gazed at her and she shook her head "I have no objections to this."

Twilight was very nervous about this, but if Princess Celestia trusted in Grand Ruler and his Star Fleet force, then so could she.

…

Plans were made. Celestia knew how the fortress was constructed and where the elements of harmony were- contained within a sealed room Nightmare was aware of, but she would never be able to break the seal on the door. The plan was to send a team back, to retrieve the elements; hopefully without being seen then return to the Unicornicopia so final preparations could be made.

It did not seem to wise to bring the star stones just yet, especially if Nightmare were to get a hold of them.

Celestia would remain in Unicornicopia while Luna and Twilight would go back, with a small team of some of Lightning's friends. Celestia agreed to stay behind for it also seemed senseless to risk them all. Though she had her faith in Twilight and Luna, if they were to fail, she and the others would be able to come to help them instead of them all being trapped at once again.

Buddy Rose, Artie, and Rhymey were included into the party, and couldn't wait to have at Nightmare, and especially Titan's minions. "And I thought we'd seen the last of them." Buddy Rose said.

Another main concerned was the large armada. If they got caught, at least they knew the entire swarm wouldn't all attack at once, that would be suicidal for Nightmare. Instead they would only focus on Nightmare herself, since she was controlling the fleet, much like the mother ship. If they distracted her, the fleet would go into disarray. It wouldn't be enough to stop them, but just right to keep them off their backs.

With all that settled, team would leave at dawn. "I just hope they're all doing okay back there." said Twilight.

"So do I." added Celestia.

…

The rest period had long since ended and the slaves were forced back to work, but one of the guards came to Nightmare and had distressing news about the prisoners in the caverns below. He had gone to relieve the guards of their posts when he noticed- "Gone?" snapped Nightmare "Impossible…!" She ordered her guards to begin searching high and low, and decided that her slaves would suffer for this escape. Longer work hours, less breaks, and hardly any rations at all now. How much more punishment could any of them take.

Still, through all the hardship and dark hours, Twilight's friends tried to stay tall and strong in hopes that everything would be fine soon, just as Krysta promised.

…

As night came in Unicornicopia, Twilight and Luna were having a fitting session. Grand Ruler had ordered uniforms to be made for them. Luna and Twilight did find them slightly uncomfortable, only because they weren't used to them, but they both felt it would help them well during the quest.

"Does every-pony wear suits like this?" Twilight asked.

"No, Twilight… it's_ everybody_. Not every-pony." said Lightning "And believe me, you're going to need the armor. From what you've already told us, things are going to be bad enough even with our team by your side."

Luna stood tall and proud as she gazed at her reflection… The armor looked good on her, and she promised on her sister's friendship, she would not let her evil side prevail! "I do suggest we go and get some sleep." she said "We're going to need our rest. Goodnight." and she went off to her quarters. Lightning and Starla escorted Twilight to her guest room, and left her so she could get some sleep.

Twilight was amazed at how grand the standard guest quarters seemed. The ones in Canterlot were nothing like this for guests. She felt honored to be placed in such a luxurious room, but she still found it all so strange. Here she was in an alien world and never once believed there was life in dimensional space. Now she could see there were evils far more dangerous than anything she had ever known and began to understand Star Fleet's methods of fighting.

She had heard the stories of Star Fleet, and all the many battles they had had, and some creatures they imprisoned while others, they had no choice but to destroy them. Twilight at first thought that was appalling, destroying creatures like that made Star Fleet no better than they were, but after first realized this when Cadence's magic failed to work on Titan's minions as they had no hearts and only existed for evil and hurting others, and that they would never cease or desist their wicked ways no matter what happened… she didn't know what to think… except, that she was going to give it her all and save all her friends and family.

With all the wild and confusing thoughts swimming in her head, and fear of worry for her loved ones in her heart. "It's going to be a long night." She sighed as she tried to sleep.

…

As the night passed… Grand Ruler hadn't been able to sleep very well. Even after coming home to the palace from his duties to maintain and check on the night he didn't feel very sleepy. He was standing out on the terrace looking over his kingdom below the clouds. His heart was all torn up and his mind was going off in many directions. It was wonderful having Celestia back in his life, but would it last? What would happen from here on out?

That's when he noticed Celestia was standing on another, smaller terrace below his own. She looked rather sad and confused herself. He decided to fly down and confront her. She looked up when she heard him touch down. "Something bothers you, Celestia?" he asked.

Celestia admitted she was pleased and filled with a joy beyond words to have seen him again after all this time, but she honestly did not expect all this. It was like he was back from the dead, and he had changed so much since they last saw each other all those ages ago. Now he had created everything that surrounded them now and was head of an elite fighting force fighting to maintain peace in the universe and staving off evil, but she couldn't even begin to imagine all the hardships and battles he and his subjects had gone through over the ages. She was, however, very impressed and touched that he forgave Luna for separating them all those ages ago. "I had to…" he said "From what I had heard, if you can forgive your sister, then so can I. After all, I can understand why she did what she did and why she became Nightmare."

Their hooves touched and they ended up gazing into each other's eyes. _"Those eyes…"_ he thought _"They are so beautiful."_

_"Those eyes…"_ she thought _"I missed the way they would look upon me like that."_

Their faces slowly moved towards one another's, but they stopped before they got any closer. They didn't feel they could do it, or if it was right…. Not just yet. "I'm sorry…" she whispered.

"No… it's all right." he said to her. They continued to sit and gaze at the stars while enjoying each other's company. "Don't worry, Celesita. We will save your friends and subjects." he promised her that.

"I… believe you." she said to him.

…

The night had passed, and Grand Ruler made his flight to bring the dawn in. Celestia went with him, and she was impressed that he remembered what she had taught him. Then they returned to the floating palace to find everyone was already awake.

Buddy Rose, Artie, and Rhymey were there, and transformed in front of everyone. _"STAR FLEET… MAGIC…!"_

The princesses were amazed to see them transform, but Twilight was more amazed than they were. The way they looked in their battle-mode forms, standing upright on their hind legs, the magic hand gloves, mask over their eyes, and stronger looking armor. "Wow!" she said "IT took me a while to master spells like that."

The armor she and Luna wore weren't like the other's armor but would still protect them.

"Are you all ready?" Grand Ruler asked. The team nodded. "Princess Luna…" said Celestia "You are charged Twilight and the other's safety Make sure that nothing serious happens to them."

Luna bowed and understood. "Come along." she said, and team followed her to the portal gate. Then they jumped through and were gone, heading back to Equestria, or rather Nightmarica as it was now known. "Well, there they go…" Lightning said.

"Do you think they'll be alright?" asked Starla.

"I hope so…" said Krysta, only she and Celestia knew how truly dangerous it was back there. Grand Ruler felt a little frustrated of having to stay behind as well. What he would give to have a confrontation with Nightmare and make her pay for all she had caused for so many as well as banishing him into space, hoping he would have died! Just once…!

That's when he realized and reminded everyone that they had a guest. "Perhaps you would like a tour of the kingdom, Celestia?" he asked. Celestia nodded, "Oh, yes! I would like that very much." She had only flown over the kingdom, but hadn't actually seen much of it yet. Lightning, Starla, and Krysta agreed to take her on a tour. Once again, Grand Ruler had to stay behind for he had his duties to do.

Celestia turn to smile at him in thanks before she took off with the others. Grand Ruler sighed happily, but then he felt very confused over almost nothing at all.

…

Once in Nightmarica, Luna and her followers didn't like the looks of what had obviously gotten way worse since Luna and Twilight were away. Rhymey hated the sight of the kingdom most of all…

"It's all been destroyed! It all is in ruin.

Surly, this is that Nightmare's doin'!"

Twilight especially hated the way the kingdom looked- So chaotic and dismal to many. She prayed silently that their mission would be a success, but at least she and Luna had their magic as they were not bound by the magic chains and the Star Fleet fighters by their side.

Following Luna, who told them to stay close to her- They passed her along the mountains of rubble, and ruins of what Equestria once was. Every so often, a row of guards would pass by. They were everywhere, as was expected as it was a fleet of almost ten-million.

Twilight could even see the slaves working themselves to the bone, including Candence and her brother "Shining Armor!" she cried softly, trying her hardest not to be seen or heard.

The closer they got to Nightmare's fortress, the more the guards seemed to pop out, and it was getting harder to duck them. Twilight and Luna couldn't even try to warp the team there or they would get spotted for sure.

"This is crazy…!" snapped Buddy Rose "We need some sort of cover up."

Luna agreed and decided to use a little magic of her own that she knew. "Don't be frightened." she said, and her horn began to glow as her shadowy mane seemed to expand, enveloping around the team and herself. Then, all was quiet, but the team confused. All the land around them seemed to be cloaked in a shadowy veil of darkness- much darker than how it seemed before. "Come along…" Luna said, and the team followed her, directly through a path where the guards would easily see them, but surprisingly they didn't even move or seem to notice them. "We are invisible to them." Luna explained, "We are cloaked under the shadows of my mane and blending in with our surroundings."

The others thought this was incredible…

"This is wondrous.  
They can't see or hear us." said Rhymey. He even stood in front of a guard and waved at him, but the guard didn't notice a thing. Twilight gave him a look telling him to cut it out and stay focussed.

"Look!" cried Luna. The fortress was just up ahead. "Let's go…" Artie said calmly "Nice and easy." That's what they thought, but someone was indeed aware of their intrusion right from the beginning!

…

Celestia had a wonderful tour of Unicornicopia, visiting all the locations, even if they were for a brief moment, and then it was off to Rainbow City. Celestia was impressed, but felt the kingdom was not whole- except for Krysta; there weren't any kinds other of creatures, not even a bird in the sky or any insects- just winged unicorns all doing their jobs… playing and having fun, and all wearing outfits similar to Lightning and Starla's. No one had a cutie-mark either, but rather an identification number imprinted on the fronts of their plain armor with the unicorn's insignia next to it, and many unicorns we reusing the magic hand gloves as well as magic.

"It's incredible…!" she said. "It almost isn't all that different from Equestria."

"Believe me, your highness… after meeting you and Twilight. I think we all feel the same."

Starla nodded in agreement, but Celestia thought it sad that many things were different. They did not celebrate Hearth's Warming Eve, Hearts and Hooves day, or other holidays there were in Equestria, though they did know of them. There were hardly ever any Grand Galloping Galas, or even any seasonal weather duties. Unicornicopia had no spring, summer, fall, or winter. The temperature was always nice and soothing, just as Grand Ruler kept it so it wouldn't be too hot or cold.

Once in a while they would have a few parties, and a few grand gatherings, but not very many.

Starla and Lightning explained they chose not to celebrate such things because of all the risk, and reminders.

Unicornicopia, being Star Fleet's central point of operations, it was often attacked by many evil forces that always seemed to appear when least expected and trashed things. What was the point of working so hard to have a party or something when running the risk that any moment something would come along and trash it all? Even still… many friends and loved ones had been lost over the ages in wars and accidents. Celebrating or having parties would only make them feel awful that their loved ones are not there anymore.

That's why it was it very important for Star Fleet to always be on constant alert. They never when, or how attacks would come, but always rest assured they would come and they would have to be ready for anything, and even then it was always frightfully risky.

"Going out into battle is never easy for any of us." Lightning explained "We always wake up in the mornings fearing or wondering if this day could be our last, but it's our duty to protect the civilians and others who have asked for our services out in space. If we don't fight off the evil… who will? Grand Ruler taught me that, and many other things."

Celestia understood, and felt Lightning had been taught well. He and Twilight seemed roughly the same age and yet he seemed to be very brave and strong minded, especially seeing as he couldn't' do regular magic. Still, she found it sad that all the unicorns spent most of their time like this. She almost wished there was something she could do, but she could see and tell, "Celesto has raised you all very well." She said "And I admire that about him." She spoke as if her feelings were still true and strong. It was becoming clear that she was still in love with Grand Ruler, but was it right to still be after all this time?

Krysta could only silently sigh "Here we go again." She was comparing Celestia and Grand Ruler to the way Lightning and Starla acted. Crazy about one another, but not willing to confess and try…

Suddenly, they could feel the ground starting to rumble, and some of the unicorns were screaming and running in panic. The gang raced round the corner and saw them, Dementia, Rep-Stallion, and Mysterious. "Did you miss us…?" Rep-Stallion teased.

Lightning and Starla expressions hardened. "You three…!" snapped Celestia.

"Hey…!" snapped Dementia "What's she doing here? I thought she was locked up back in Nightmarica?"

"It makes no difference." hissed Mysterious "Even she has no idea of what she's up against now."

That's when they began to demonstrate what their friend, Nightmare Moon, had given to them- they began to make duplicates of themselves far stronger than any puppet that Titan's old tricks seemed to make! "They're multiplying!" cried Krysta.

First there were two of each, then four, then eight. Soon, there were enough copies to cover the entire block city, but it was easy to tell who the originals were as all the copies seemed to be darker in color.

The alarms sounded and everyone ran for the nearest shelters as the shields activated.

"Take a good look at us now!" hissed Mysterious. "We have an entire army at our backs, unlike anything you've faced before. You don't stand a chance this time."

Lightning and Starla stood side-by-side, and transformed. _"Star Fleet… Magic…!"_ and now were ready for a big fight. They suggested that the princess get somewhere safe. "Grand Ruler would never forgive us if anything happened to you." Lightning said.

"No…!" Celestia said as she stepped forward. "I'm not going anywhere! These creatures helped Nightmare enslave my kingdom. I cannot sit by and do nothing about this. It's my honor." She spoke like a true fighter, yet she wasn't even wearing any protective armor. "I'll be fine… don't try and stop me!" she said.

The others were reluctant to agree, and the minions and their army thought this was their lucky day. "We get to destroy our enemies and Night Mare's most hated enemy too…" said Dementia "Night Mare will be very pleased."

…

In Grand Ruler's palace, one of the guards rushed in to warn him, "Sire… a battle is about to take place. It's Titan's minions, and the princess is down there too!"

Grand Ruler looked worried "Celestia?" he cried "What is she thinking?" He already knew she didn't stand too much of a chance against Titan minions the last time. He just had to go down there. "Stand watch!" he said to all his guards. Then he was off.

As he soared through the air he kept on telling himself over and over _"I will not let anything happen to her! Never…!"_

…

Outside the kingdom, in dimensional space, Discord was now hovering directly over Unicornicopia and chuckling sinisterly. He was ready to begin his attack! "Sorry, Unicorns… your time is up!"

**_To be continued...!_**


	25. Part 4: Devastation

**EPISODE TWENTY-FOUR  
****(Part Four)**

The minions and their army dashed forth. "Scatter…!" said Lightning as he and the others leapt out of the way. It was a good thing at least the clones of the minions didn't have an fire power like the original, but there were still so many of them and they were just as strong in brute strength.

Lightning and Starla rammed into the clones and knocked them aside, Celestia blasted more clones by shooting them with magical beams from her horn, and those that snuck up on her from behind, she bucked them hard. She even used her telekinesis to lift some of the clone sup high and toss them away. She was fighting amazingly well, and not even standing on her hind legs, or wearing armor or magic gloves.

_"She's pretty good." _thought Krysta. She was snapped out of her distraction when one of the clones almost swiped at her. Luckily her defensive magic helped by pushing them off so they couldn't hit her.

"There's too many of them…!" cried Starla, "We need more help…!"

That's when the ground burst and, Dyno and Myte and had tunneled their way over. "You called…?" Dyno said.

"We'll help!" added Myte.

Many of the civilian unicorns were watching from inside their shelters, and though they felt safe, they almost hated having to watch all those monsters fight what few fighters were out there. Even the princess, their guest, she didn't deserve to be subjected to all this. Worse than that, she had been using her magic for a while and it was starting to wear her down.

"What are we just sitting here for?" some of them started to say. "We're here all safe and sound and doing nothing while they all fight for our lives out there?"

Soon, others began to agree, and it was settled. Able to walk through the shields without being harmed, as they only worked on evil creatures and their powers, civilians dashed outside warmed with whatever they could use as a weapon, and joined the fight, much to the minion chagrin. "Hey! Who invited them!" snapped Rep-Stallion.

"Never mind…!" growled Dementia "Let's get them!"

"Agreed!" said Mysterious and he and others began to conjure more clones. Soon, nearly the whole of town square was full of unicorns fighting the evil ones. "That evens the odds…" cried Lightning "But we have to find a way to get at the real minions! Then maybe these clones will vanish."

Everyone agreed, but such a task was easier said than done. Despite the minions were easily recognizable, they were still hard to spot or get near with all the clones huddling so close together. "Keep trying!" shouted Celestia "We'll find them!"

…

In Nightmarica, the team had managed to enter the fortress, still invisible under Luna's magic, but Luna couldn't keep the magic up forever and would have to stop soon. "Which way to do we go now?" asked Buddy Rose.

"Follow me…" said Luna. She figured she'd know every last inch of the fortress as it was pretty much her own thoughts and design when she was fused with Nightmare. "I should know every crack in the stone, and every floor and hallway."

"She is really starting to scare me out." Artie whispered to the others. Even Twilight felt that way.

As they continued forward, Luna began to feel a little tired. "I can't hold the spell up much longer." she said, but that was when it wore off completely. "Princess…!" cried Twilight, she was careful not to speak too loud. Poor Luna was panting softly. "Are you hurt…?"

"I will be fine." she answered "I will need a while to restore my magic. You all will have to guard me."

"We'll do our best.  
You just rest." said Rhymey.

Luna was still strong enough to guide the team, and the first thing they had to do was get to the chamber where the elements of harmony were, but now that they were no longer invisible, it was harder than ever to get around without being spotted by the armada of shadow guards.

Guards were everywhere! They found themselves ducking and dodging more times than ever to get through safely now. One false move would possibly bring a swarm of millions of shadows on them.

_Little did they realize that they were followed by a small stream of shadowy smog that had been perusing them ever since they had entered…!_

Suddenly, they could all hear voices, or rather sound of groaning. Twilight gazed down through a large hole in the wall, and saw all her friends in the main throne room, slaving away. All of them were filthy, tired, and in chains with their wings and horns missing. Rhymey looked down too and saw Fluttershy. He felt very bad for her and wished he could do something to get her out of there.

Poor Rarity looked as if she had dusted a chimney with her whole body, and she felt even a-hundred baths wouldn't be able to clean her off now.

"Oh…!" groaned Applejack. "I almost got the nerve to wish to be executed."

"No… don't say that!" cried Pinkie Pie "We can't let this slavery break our souls."

"And just what do you suggest?" snapped Rainbow Dash "Look at us…! We have no magic, no wings, and even the princesses and Twilight are gone. You hear what the guards said."

Spike said nothing, and was still worried about Twilight, but he kept telling himself silently that she was fine and would be back soon.

Fluttershy sighed and continued to mop the floor, and then she looked up, and swore she could see someone up there. Someone familiar...! She hoped it was a sign that they'd be rescued soon. That's when the quill Rhymey had given her fell from her mane to the floor, she quickly put it back.

…

The team had to save the ponies, and all the other slaves fast. Luckily, the room they needed to get to was just ahead- down a long stretch with guards standing all in a row. "Oh, this is just great." said Artie.

"We can't get past them.  
Nor should we blast them." said Rhymey

Luna admitted that even she couldn't figure a way to get past all the guards without making a terrific scene or noise. "We don't need to." Twilight said "Watch this. I've been practicing for just such an emergency."

She crept up as close as he could so as not to give herself away, then concentrated hard. Her horn began to glow and let out a soft wave of magic that traveled all the way down the hall, and all the guards just dropped their lances and fell over like trees, in a deep sleep.

The Star Fleet fighters were amazed. "Wow!" said Buddy Rose "We could use a filly like you in Star Fleet, I think."

Twilight smirked, and then they all proceeded forward and reached the sealed door. "You sure the elements are behind here?" asked Artie.

"Yes…" said Luna. "As you were told- My evil side may be strong enough to do all this, but it would seem she is still powerless to break this seal and alter this chamber."

"But how can we then?" asked Twilight.

"I thought only Celestia's touch,  
would undo the seal as such…" added Rhymey

Luna shook her head and revealed that before their departure, Celestia had given her a single keystone with the magic of Celestia's powers to break the seal. "My sister trusts me, and I wish to honor that trust." Luna said "It is my fault that Nightmare was ever created, and I must do what is right for everyone and help take her down."

"Stand back." she warned the others as she set the keystone into the lock-hole, and suddenly, the door began to slide open, and there resting on a small pillar was the jewel-encrusted treasure chest. "That's it." cried Twilight "The elements are in that chest."

The others all smiled, but as Twilight went to take the chest a little bird flew down and landed right on top of it. "Shoo…! Shoo…!" Twilight said, but lightning and thunder flashed with the sound of evil laughter, and the bird warped into Night Mare. "Surprise-Surprise!" she hissed. The gang gasped and began back away as the evil demon took the chest. "I've been aware of your little intrusion all this time." she said.

"So why didn't you stop us then?" asked Buddy Rose.

Nightmare snickered wickedly "How else could I have gotten the final key to assure my ultimate victory?" she said. She hinted that since she couldn't get to the elements of harmony, she waited until they did it themselves.

"You will never be able to use them!" snapped Luna "Only those who are pure in heart can even open that chest, or use the elements of harmony… and your heart is pure evil!"

Nightmare, well aware of this, laughed evilly. "But now that I have the elements, I can rest assured that they will never be used against me ever again."

The team was growing annoyed with the sound of her evil voice, and stood ready to fight, but Nightmare laughed again, "Foals…!" and her eyes began to glow, and all five of them were being lifted up by her new psycho-kinesis, and she threw them all out the window, and out of the fortress!

Twilight's friends heard the commotion and gazed outside. "It's Twilight… And Princess Luna." cried Spike, "But… who are those other ponies with them?"

Fluttershy gasped when she saw one of them was Rhymey, but the others saw a large portion of the army of shadows coming straight at the team and ready to finish them off, but Nightmare came flying down and ordered them to stop as she wanted to have the opportunity of finishing them off, herself. "Especially you, Twilight Sparkle"

"Look…!" cried Pinkie as she pointed at the chest Nightmare had with her.

"The elements of harmony?" cried Rarity

"How in the apple fields did she get them?" asked Applejack.

Down below, the team stood side-by-side as Nightmare narrowed her eyes. "It is time that we settle this little dispute!" she hissed.

"There's no avoiding it!" said Buddy-Rose

"Do you think we can take her…?" asked Artie.

Luna honestly didn't know, but she had waited for this ever since her evil side returned. "I swear to you, Nightmare!" she growled "If it takes me to beyond my limitations, I will destroy you for everything you've done!"

This only amused Nightmare and made her laugh, "What _I_ have done? I was born out of the jealously and anger you felt towards everyone. We were one in the same, making you just as guilty as me."

Luna knew that was right, but she made a promise to make up for everything she had done. "Ready, everyone…?" she asked. The others nodded, and the battle began; only Rhymey swung his sword at Twilight. "Hey!" snapped Twilight, "What are you doing?"

"Something is wrong, I can tell!

"I think I've been put under a spell!" cried Rhymey, and he was right, it was Nightmare, using her powers to control him. Now Rhymey was being forced to attack his friends, while they had to defend themselves but didn't dare to strike Rhymey back!

Luna tried to charge at Nightmare, but even while holding her spell on Rhymey, she raised her hoof and blasted her back with a powerful wave of magic. This battle was going to be harder than they thought.

…

In Unicornicopia, the battle with the clones of Titan's minions was still going, and getting worse than ever. One could look down from the sky and see fighting everywhere as well as hearing clashing of weapons or the clattering of crashes.

Grand Ruler finally arrived on the scene, and joined in the fight, and brought some of his other guards with him. "You think this intimidates us?" shouted Rep-Stallion, "Get' em, clones!" and he summoned more of his clones to attack!

Celestia had never known such an invasion attempt before. "We can't hold out much longer!" she shouted. "Keep going!" shouted Lightning, "We can do it! Just need a little more fire power."

"Agreed…!" said Grand Ruler. "Everyone, use your special attacks!"

Everyone did as they were told, and it seemed to be working. The clones were being wiped out fast making it easier to break through. "We need more, clones!" cried Dementia, but the unicorns managed to wipe out the clones faster than the minions could make more, and soon they were confronted by a whole army of unicorns, with Lightning and friends at the front…

But Suddenly…! Loud explosions were heard as the entire kingdom seemed to shake and quiver. Everyone nearly fell over. "What was that…?" asked Grand Ruler.

_"Ay' Ay' Ay'!_ It felt like an explosion!" cried Dyno.

"What have you three done now?" snapped Krysta, but the minions were just as shocked and admitted that they had nothing to do with it. "Look…!" cried Mysterious as a giant molten fireball seemed to soar across the sky and crash into the area around Blacktop Mountain. It crashed hard causing another small quake.

Then, they all saw _him… _a gigantic black dragon, with silver claws, large dark red wings, and an evil face that many didn't recognize, but Celestia and Grand Ruler gasped. "That face!" cried Celestia.

"I can't be!" added Grand Ruler.

The evil dragon laughed loud and hard. "Ahh…! Celesto… It's been a long time!"

"Sire… you know him?" asked Lightning.

His mentor's eyes and Celestia's narrowed in anger. "Discord…!" It couldn't be anyone else, only now he seemed brand new, larger and stronger and more chaotic than ever. "Why have you come?" Grand Ruler demanded to know.

"How did you get here?" added Celestia.

Discord chuckled "Do I really have to explain…?" he asked and he explained that he was now a whole new Discord, and his powers had a new purpose which involved only to destroy and wreak havoc for his own amusement "I must say Celesto. You have a very lovely kingdom. Surely you won't mind if I have some fun…and destroy it?" He laughed.

The minions felt outraged. "Who sent you to spoil our fun?" snapped Rep-Stallion "This is our territory."

"Yeah...!" The other two snarled, but Discord glared at them furiously for daring to question his all-new, mighty power. The minions decided to leave the kingdom and their few remaining clones behind. "Well… at least that part of the danger is over." said Brain.

"I say…! He's going to strike again!" cried Abra.

Discord was heading straight for the mountain, ready to break it to pieces. "Let's all try firing on him at once." Starla suggested. It was doubtful that it would work, but it was worth a try. Grand Ruler made all the attackers fall in line. "Ready… take aim…! FIRE…!" Everyone fired their best attacks; Lightning used the rainbow force combined with uniforce. Grand Ruler used the uniforce too and Celestia fired her own wave of magic. The stream of magic and power struck Discord, but didn't seem to affect him at all. He just laughed at them and mocked "Is that the best you can do? Now I feel insulted. So…" and with his huge claws he began thrashing and crumpling the mountain, sending large boulders flying across the land. "Look out…!" cried Krysta!

Everyone scattered about to avoid the falling rocks from above as Discord continued to wreak the mountain, and then he flew up, up, up, and with a fiery blaze, he completely vaporized it in a huge explosion. The force shook the kingdom, and darkened the skies, and when everyone looked up… they were simply devastated.

"Blacktop Mountain…!" peeped Lightning. "It's… gone…!"

Discord stretched himself out, "That was fun. Now which is next?" Then he just decided to fly around unleash his wrath everywhere he went.

The guards, though devastated by what was happened were still doing their best to stave off the remaining clones the minions had left behind, but Grand Ruler, for the first time ever, was completely overwhelmed by what was happening. He pounded the wall with one of his gloves in frustration and just stood like that. Worse than that, this kind of demonic power was a kind he had never seen before, it was so powerful and breaking his kingdom up worse than anything he had seen. There was nothing he could do to restore the damage at this rate; even with his power… it would take far too long, just like it the first time he made it.

"Sire…!" cried Lightning "Sire, are you okay?"

His mentor just stood there, hardly moving or blinking his eyes. Celestia tried, but couldn't get a response either. She realized there was only one course of action. "The kingdom is in danger. We have to evacuate everyone."

The unicorns were shocked. _"Que…?_ Leave the kingdom?" asked Myte. "She's right…" said Lightning, "That demon has the fire power to actually blow this whole world apart, and I don't see much else we can do, but we've got to save everyone."

The team began to agree, and Krysta made a plan of action for everyone to head to Grand Ruler's palace and use the portal gateway to escape. "I'll lead everyone to one of the safer planets." she said, "And I'll alert the other Star Fleet legions. We're going to need all the help we can possibly get."

Without a moment to spare, everyone scattered about evacuating the entire kingdom, and all heading to Grand Ruler's palace to escape to safety. It was very difficult to get everyone out with Discord constantly wreaking destruction all over. The villages were being crushed and pummeled. Even Lightning's house was completely demolished.

All Grand Ruler did was just stand there in the middle of the crumpling Rainbow City, and gazed in devastation at the chaos and nightmares around him.

The long line up at the palace was getting shorter as more and more unicorns escaped into the portal, and Krysta used her magic to transport them to safety on other planets protected by other Star Fleet legions.

When the last unicorn had gone through, only Lightning, his remaining friends, and Celestia were left "Is that all of them?" Krysta asked. They went over their massive checklists; all the villages and towns had been completely evacuated. "Okay! I better check back and see how the others are." Krysta said and then she jumped into the portal and was gone.

The team stopped to take one last look outside and could hardly believe what was becoming of their home world. Still, they couldn't stay any longer. They had to go now, but as they went back to the chamber, "Wait…!" hollered Celestia "Where is Celesto?"

"Didn't he come up with us?" asked Starla, but everyone checked around and he was nowhere to be seen. That's when Lightning realized, "He's still in Rainbow City!"

Everyone gasped and dashed out of the palace like the very lightning that shook the skies, becoming more and more violent from the destruction Discord was causing. Sure enough, they found Grand Ruler still standing in Rainbow City square… just standing there with a look of extreme heartbreak and devastation in his eyes.

"Master!" cried Lightning. "What are you doing? We have to go!" but his mentor just stood where he was, hardly moving or making a sound, or even blinking his eyes. Starla tried approaching him softly, "Your highness… what's wrong?"

Grand Ruler finally explained that his kingdom was ending right before his very eyes. "Everything I worked so hard to make…! Everything I've protected and stood for all these centuries…! Everything I've held dear to me…! …It's gone!"

Everyone now understood why he was all overwhelmed with despair and shame. He was losing his confidence as a royal leader. Lightning approached him, and said "That's not true. You haven't lost everything." He pointed out that although the kingdom was doomed; all the unicorns were safe and well so no one was killed... yet! "And you still have me… and the rest of us… and Princess Celestia too."

Grand Ruler blinked once, and gazed at Celestia. She smiled at him and blinked twice at him. "And you taught us that sometimes things come with a price, but you shouldn't let it get you down." replied Lightning. Celestia and the others nodded in agreement.

With his confidence returning, Grand Ruler admitted "Yes! Yes, you're right. Let's get out of here!" but that's when Discord flew overhead. "Aw… how touching. I think I'm going to cry." he mocked "But I'm afraid the hour has grown too late, and you're all going down with this world!" He flew higher, and higher. "What is he doing now?" asked Myte. Dyno scaled a lookout tower and looked through the telescope. "Ay'! He is going to attack the palace!"

_"THE PALACE?"_ everyone cried. "But the portal is in there!" cried Lightning. It was too late, with a huge fiery breath; Discord blasted the palace causing a massive explosion in the skies. The remains of the palace began to fall from above like a burning meteor, right on top of Rainbow City, and the gang, followed by one of the loudest and deadliest crashes ever to be known, crushing the city into a mountain of rubble and destruction!

Discord laughed the loudest and hardest and evilest laugh he had ever laughed. "I did it! I destroyed them!" he shouted for joy "Long… Live… Evil!" he continued to laugh!

…

While in Nightmarica, Nightmare was proving to be too much for the others to handle. Rhymey was still battling his comrades, still under Nightmare's control. Twilight tried as hard as she could, but couldn't break the spell. While Luna just couldn't overpower her evil side and was continuously thrown back, or zapped with extreme magic.

By this point now, Luna, Twilight, Buddy Rose, and Artie were all thrown together in a corner, and Rhymey was approaching them with his sword at the ready. Nightmare laughed and said, "Now isn't this a pity for you to come so far, only to fail and to perish in vain? As much as I've enjoyed this little… game… the time has come for you to say goodbye, and soon your comrades will follow."

Rhymey tried all he could, but he couldn't seem to break Night Mare's control. "Rhymey, don't do this!" cried Artie.

"I can't… go… through this!" rhymed Rhymey, but he felt himself raising his sword ready for the final strike, and his friends would be no more.

**_To Be Continued_**…


	26. Part 5: Coming and Going

**EPISODE TWENTY-FIVE**

**(Part Five)**

Rhymey's sword was charging up, against his will. No matter how hard he tried to resist Nightmare's control, he couldn't stop her. "Destroy them! Destroy them now!" she growled.

The others saw no other choice, and Buddy Rose rammed hard into Rhymey, knocking him away. "Forgive me, my friend." Buddy said under his breath, but Rhymey was relieved.

"All warriors must do the right thing,

I'm glad you did it before my sword did swing."

With Nightmare's eye contact broken, Rhymey was out of her spell. "I'm only getting warmed up…" she sniggered and she used her powers to lift everyone up high again, and smash them into one another like bumper balls while she laughed maliciously.

The poor Equestrian's watched helplessly from the fortress until the guards whipped them and forced them back to slaving. "That's it!" growled Spike "I can't take another minute of this." The others couldn't either. While cleaning the floor all together, they whispered to one another about a plan that would probably. It was very risky and dangerous to try, but then again… anything was better than being slaves and beaten up anyway.

…

Meanwhile, Discord was still thrashing about and breaking Unicornicopia to bits, and really felt he had seen the last of Celesto, Celestia, and all their followers…

When in fact, they had survived! They were now in a hollow about thirty feet square under all the rubble of the collapsed city. Celestia and Grand Ruler had used their magic to light up the dark and form a protective barrier to keep the massive mountain rubble above their heads from falling on them, but it wouldn't hold forever, especially with Discord constantly attacking the remains of the kingdom and causing more tremors. There was no possible way to dig their way to the top, even for Dyno and Myte or they'd bring everything crashing down, and Celestia and Grand Ruler couldn't teleport through it the mountain either as it was too deep for the magic to penetrate through safely. Even if they managed to escape, the portal gateway went down with the palace, leaving them trapped on the planet, and Krysta was away with the unicorns she moved to safety and didn't know where they were, and without the portal to help guide her back, she couldn't' return to help.

Celestia and Grand Ruler didn't dare try to teleport either, or they'd have to dispel the barrier keeping all the rubble above their heads from falling in. It all seemed just hopeless.

Starla was sitting by herself in a corner of the hollow. The expression on her face was enough to tell she had nearly given up all hope. Lightning walked over to her, "Starla…? Are you scared?" he asked as he sat next to her. Starla nodded. "Yeah… I am."

"Me too…" replied Lightning, and he wrapped his limb and hoof around her comfortingly. She smiled and rested up against him.

Grand Ruler felt terrible. This was his fault they were trapped like this, and after all his years of knowledge of swiftness, he couldn't figure a way out of this. Even if they managed to escape the rubble, how could they possibly leave the planet before Discord completely destroyed it?

He gazed over at Celestia. "I'm sorry, Celestia…" he said to her.

"Celesto…?"

"This is all my doing… I've only made things worse, and now I've gotten you involved to. I should have known."

Celestia understood how he was feeling, "But don't let it get you down." she said "You're a great warrior, and you've done so much for your people. You had no way of knowing that this would ever happen."

"The princess is right, Sire." said Lightning "Besides, I know we can find a way out of here. When have we ever not made it out of tough spots before?"

The others agreed and showed that they still believed in themselves and hope. Grand Ruler smiled and realized he obviously has taught them better than he thought, and if there was one thing he above everyone should remember was… it wasn't over until it was over. They still had time to think of a way out.

"Eh… I beg your pardon." Brain said "But perhaps may be a good time to explain to everyone about my secret project I have been working on."

"At a time like this…?" snapped Dyno. "You should be thinking more of a way we can get out of here."

Brain tipped his glasses, "My dear fellow… that is precisely what my project is in fact." He cleared his throat and explained his project, which also explained the explosions that came from his house the past while.

He had in fact, over the years been working in an underground workshop he had, and building a massive spaceship which he hoped would enable to make inter-dimensional travel between dimensions possible. It would be like using a portal, only it wouldn't be as fast, or as stable if not handled well, but it would be reliable for such emergencies.

His family first started the project generations ago, and eventually Brain took over. "And… after many years of hard work and experimenting… I'm certain that it shall succeed."

Everyone was gazing at him with wide-eyes. "You've been prepared for when all hopes of escape seem impossible and then make an alternate way?" asked Lightning.

"Yes…" replied Brain "Shall we say it was… eh… er… a lucky guess? Heh... heh…!"

Hope started to shine everyone's eyes, "But may I point out…" said Cookie Dough. "It's out there… we're trapped under here… and this whole place is going to cave in on our heads any minute."

He was right; Celestia and Grand Ruler could feel the magic barrier getting weak, and Discord was still attacking causing more tremors to shake the hollow and make things worse. The kingdom was in really bad shape now. It looked as if the whole thing would blow up at any moment.

Abra fell flat on the ground, but he could suddenly a light breeze of air blowing at his legs. "I say…" he exclaimed "Why is there air blowing through here.

Everyone walked over and observes it was a small crack in the ground, and it was obviously coming from the underground tunnel-systems under the city where all the water came in. That's when everyone happened on the same idea. If they couldn't escape by going up and out, maybe they could go under the ground, and that way Discord wouldn't see them either and they could teleport to Brain's place a lot easier.

"But the ground… it's too solid!" cried Starla "How can we dig through it."

Dyno and Myte saw this as their chance to take over. After all, they weren't the best mining engineers for nothing, and there wasn't any kind of terrain on this world yet that _they _couldn't dig up, even with their bare hooves combined with a fraction of their explosive powers. "Hurry, boys!" cried Grand Ruler "There isn't much time."

The barrier was almost ready to give, and bits of the rubble above were starting to fall in, but the twins managed to drill a hole big enough for everyone get through, but one at a time. Everyone quickly slipped through as the barrier got even weaker, and the pile of rubble above began to rumble and quiver. Celestia and Grand Ruler were the last ones to slip in as the barrier completely vanished and the hollow caved in, but the tunnels were still strong enough to hold the weight up.

Now that they were free, Celestia and Grand Ruler used their magic to teleport everyone to an area just below where Greenland once stood. Brain's house and laboratory, and everything he had above ground had been demolished, but his secret underground lab was still intact.

No one had ever been to his secret lab before, not even Grand Ruler, but upon entering, everyone was just stunned by what they saw. A giant ship just as Brain promised with armor plating, thrusters, and the inside would have more than enough room for everyone.

"Well, everyone… eh… what do you think?" Brain asked.

No one said a thing, but the hastily boarded, and through Brain's instructions they began to activate the ship's power. "Stand by for takeoff." Brain said "Opening secret roof hatch!" Brain had even managed to construct a large hanger bay opening over the ship if ever there came a day when he would fly it. The ground moved away, and the ship began to rise up on a platform, then it was tilted up on a ramp lift until it was pointing straight up.

Suddenly, Lightning noticed, "Uh… I think we have a problem." He pointed out the window and everyone could see Discord heading straight for them. "Well, well… what have we here?" he asked teasingly as he gazed at the ship, and he was rather impressed that everyone had survived the collapse of the city. "And you have a new toy for me to play with too…? You shouldn't have."

He was hovered up where he was and drew in a huge breath, ready to blats the ship to ashes. "He's going to fire on us!"

"Not quite…!" Brain said, and he flipped a switch which raised a large shielding plate over the front of the ship which blocked Discord's fiery breath. "Mm… this is getting interesting." Discord sniggered. "Let's see what other fires we can start."

"Thrusters ready to fire!" said Cookie Dough.

"Launch!" demanded Brain, and the ship took off and zoomed right past Discord as he slammed his huge claws down and missed. He hit the ground with such force that the whole kingdom began to shake and quiver violently and it didn't stop but just kept getting worse. Any second now, it would all burst into flames!

"Take us out!" shouted Grand Ruler.

"Yes, Sire!" said Brain, but as they headed up, and up, and up into the stormy skies, they stopped moving up and felt themselves slowly being pulled back towards the surface. "What's happening?" cried Celestia.

Everyone looked round, and saw Discord was holding onto them and dragging them back down with him. "Leaving so soon? How rude!" he hissed. "The party's just getting warmed up."

Brian tried all he could, but the thrusters weren't strong enough to break Discord's grip. Also, of all the things he built in the ship for defense, he had forgotten to put in any weapons. "Well…" he groaned "…Now who's a fool?"

Lightning had an idea and he headed straight for the back of the ship where the hatch was. "Open it!" he shouted. "Lightning…? What are you doing…?" shouted Grand Ruler "Saving us, that's what!" replied Lightning and as soon as the hatch was open, Lightning got a good view of Discords huge, ugly face and fire the rainbow force and uniforce at the same time, straight at him.

The forces were actually helping the ship gain a little extra thrust, but Discord was still too strong and he hardly felt the blast at all. He laughed at Lightning's feeble attempts

Discord merely laughed and began to tighten his grip on the ship and began to squash the hull in like a tine can. "We can't hold out much longer!" cried Brain. That's when Grand Ruler leapt out of his seat and joined Lightning, blasting Discord with the uniforce himself. His force combined with Lightning added more power, but still just not quite enough. "We're almost out!" cried Brain "We just need a little more…" but Grand Ruler and Lightning were already giving it all they had. They could give no more.

Most of the others couldn't leave their posts, and their attacks wouldn't give them the thrust they needed. Discord's continued to laugh. "I can't remember the last time I had so much fun." He mocked. He continued to laugh so much that Celestia was growing very annoyed, and worried about everyone. She stood from her passenger seat with a serious look on her face… and then she began to glow with that same mystical light.

Everyone gazed at her in surprise.

"That glowing…!" cried Starla "…Is that the uniforce?"

This confused everyone, "But how…?"

"She doesn't have a golden horn!"

Even Lightning and Grand Ruler were amazed, but they continued to fire as Celestia joined them by their sides. "What?" growled Discord "Celestia…? No…! This can't be…!"

"Discord…!" snarled Celestia "After all these ages… this… is… goodbye…! …**_UNIFORCE!"_** Her power, combined with the others, not only gave them enough thrust to break free, but shot Discord right in the eyes.

The evil demon dragon roared and screeched in pain. "Quick…! Close the hatch!" cried Lightning. The hatch closed and the ship began to fly up, up, up… while Discord, blinded and completely stunned from being hit by such powerful forces all at once, not like before, began to crash back down into the exploding kingdom below. "We are almost there!" cried Brain.

The kingdom began flaring and rupturing as they penetrated the dimensional barrier and into Dimensional Space. Then, as Discord crashed into the ground, did the biggest and deadliest explosions and flares completely engulf the planet, reducing it to nothing less than a barren, burning wasteland of nothingness.

Everyone in the ship could feel the force of the explosion rock them about softly, but they made it out alive and were on their way. Everyone gazed out the back at, the now, ruined dimension. "My beautiful world…!" Grand Ruler peeped softly, and he lowered his head in heartache and pain.

Everyone felt really bad, but at least Discord had been destroyed as well… they hoped… or was it possible that even after all that he was still alive?

…

Nightmare had been bashing the team against each other for a while now, and they were all looking very badly beat up, but all she did was laugh at them and slam them down hard on the ground. "I think enough is enough." she said.

The gang was all bruised and their armors were all dented and busted up. The Star Fleet fighters even ran out of power and transformed back to their regular selves automatically, and wouldn't be able to change back until their energy recharged a bit. Worse than that, they still hadn't landed a single hit on Nightmare at all. "Now… the question is who I shall destroy first?" she wondered aloud.

She was so busy that she didn't notice what was happening in her fortress… but Twilight could see it, though she gave no hints… and this gave her a little idea of her own.

Twilight's friends were ready to spring their plan. Some of the others were just playing it cool and continuing to slave, while the rest were hiding behind a doorway. The only two guards in the chamber heard someone screaming for help and dashed to the doorway to see what was wrong, but as the crossed through, "Now..!" shouted Rainbow as she and her friends pulled on their chains and raised them like tripping wires. The guards fell over and down the flight of stairs ahead of them and crashed at the bottom out cold.

"YE-HA…!" cried Applejack "Like beatin' a dead horse. Not literally."

Now that the guards weren't watching anymore, nothing could stop them leaving through the front door and head straight down to help the others, but they were still chained up and didn't have their wings or powers. Only the elements of harmony would be able to break them, but Nightmare still had them on her, and Twilight was still out there… without her, the elements wouldn't work.

"There's no way we can get down there like this." cried Pinkie Pie "It's no good! We're done for! DONE FOR…!" Rarity and Rainbow Dash tacked her to the ground to keep her from shouting too loud. "Keep it down, Pinkie!" snapped Rainbow.

Applejack already had an idea. "If we can't get to the elements, I'll get them to us." and before anyone asked how she intended to do that, she grabbed a long and loose chain that was on the floor in her teeth and began to whirl it like a lasso. She didn't have her magic, being a ground pony, but she still had her skills and regular talent which the spell didn't affect.

Nightmare, not realizing this at all, decided to wipe out all five of the fallen warriors at once, but right as she was about to do so. She felt something yanking the treasure-chest of from her back. "What?" she exclaimed as she saw the chest being pulled into the fortress by a chain. "No…!" she cried, and that's when Twilight, now out of Nightmare's sights, saw her chance. She bolted upright and dashed inside the fortress to get to her friends quickly.

Suddenly, a bright flash of light shone through the windows, and Twilight and her friends all dashed outside, out of their chains, with their wings and horns back, and each wearing one of the elements of harmony. "What's the matter Nightmare…?" mocked Twilight "Are we breaking the rules?"

Nightmare growled angrily. "You wretched little mules…!"

Luna, and the Star Fleet fighters were impressed, and Rhymey, though still a little weak and sore, looked up and saw Fluttershy. She gazed back at him and smiled. Then she gazed back angrily at Nightmare who was glaring at them all angrily.

Things were about to get far more intense.

…

It was taking time to get to Nightmarica, even with the ship going at at full speed, but at least the others would arrive soon…!

Poor Celestia was tired out from using her powers in such force before. She was resting now on a bench seat for multiple passengers to sit while she recovered her energy, but everyone was amazed and astounded by what she had done. "I never thought it was possible before…" said Grand Ruler, "But I witnessed it with my own eyes- a unicorn without a golden horn somehow managed to tap into the uniforce!"

"I… I did…?" groaned Celestia, "But how…?"

Grand Ruler hushed her and told her to relax. She would need her strength for the upcoming trials ahead, which he, himself, was really looking forward too. _"Nightmare…! Beware…!"_ he said in his thoughts.

As the ship continued to fly across dimensional space, those same large red eyes were gazing at them, and the evil voice behind them sniggering softly.

…

Nightmare was still glaring at her enemies, but her anger slowly turned into evil laughter. "What is she laughing about now?" snapped Spike "She's driving me crazy!"

"I guess I should commend you for being able to outsmart my newest spells." said Nightmare "But you haven't won anything yet…"

That's when she whistled loud and summoned a large portion of her vast armada of shadow soldiers, as well as Titan's minions, who had long since returned form Unicornicopia, dropped down by her side.

"Oh, boy!" cried Buddy Rose. The others didn't know what to do or say. There was no way they could fight off such an armada. Rep-Stallion licked the blade of his scythe "Oh… this is going to feel so good!" he chuckled.

"Mm…! I've waited long for this." hissed Dementia.

"Prepare for your doom!" added Mysterious

As the vast fleet began to power up and read to fire and all the teammates exchanged goodbyes and such… Nightmare was struck hard by a powerful ray of magic. "What?" she growled as she turned round and saw more powerful waves wiping out a large portion of her fleet. Then she saw the cause of it…

The Star Fleet fighters, and Twilight and friends were overjoyed to see all their friends, had made it to the planet, but the minions were shocked out of their minds, but Nightmare was the most surprised when she saw him step forward and glaring at her angrily!

"You!" shouted Grand Ruler.

"Celesto?" cried Nightmare "It can't be! I banished you into space. You died…!"

"You… will soon wish… I HAD!" shouted Grand Ruler, and before Nightmare could order the remainder of her fleet to attack, Grand Ruler lunged at her and began to fight her mercilessly, and with Nightmare distracted and unable to control her fleet, the shadow guards fell into disarray.

"Now's our chance…!" Lightning said as Starla and the Twins stood by his side, and they were rejoined by Buddy Rose Artie and Rhymey.

Titan's minions were livid and promised this would be the final fight for them all. "You're only half right!" Lightning said "It's going to be the final fight for you guys!"

The minions didn't notice Twilight and her friends were sneaking up from behind them with the elements of harmony at the ready. They waited, and waited. "NOW, TWILIGHT…!" shouted Lightning. The minions turned round just in time as Twilight and friends blasted them hard.

The minions roared and screeched as the blast hit them. Luna and Celestia stood side-by-side, nodded at each other, and fired their own magic at the minions, strengthening the force. "Our turn…" Lightning said as he, and some of his friends held up the four star stones. "Mysterious… Rep-Stallion… Dementia- THIS IS GOODBYE…! Lightning shouted "FULL POWER…!" and the star stones unleashed another powerful magical wave.

The minions could feel the three forces of the elements the princesses and the star stones began to pierce their bodies and destroy the magic within them. "The magic…!" shouted Mysterious. "No! We can't lose it…!" cried Rep-Stallion "Without the magic… we'll… WE'LL-" before Dementia could finish, the power forces had ceased. The minions just stood where they were, and without the magic to keep their bodies whole and stable, they disintegrated into three little piles of ash… as what they were made of.

Rarity almost felt like passing out herself, not just in astonishment but near heart-struck that she and her friends had just took the life from three creatures, but Lightning reminded them that they did the right thing. "Besides…" Brain interjected "They were made of corpses and graveyard ashes, and had no hearts. So we're they really all that much…er… alive to consider?"

Twilight and friends understood, and that's when they turned their attention to Nightmare who was still suffering such harsh and cruel beatings from Grand Ruler. Finally, after a hard kick to her chest, and crashing to the ground. Nightmare realized "I need more power…!" and she stood up tall and summoned all the remaining guards of her fleet and cast them back into her body to increase her strength, as well as expand her body in size. She as now a giant pony, about half the size of her fortress!

Grand Ruler couldn't believe this, and Nightmare bashed him hard with her hoof sending him crashing right through three stone-walls, shattering them all to rubble. "Master…!" cried Lightning as he and all the others dashed to his side. Twilight's friends felt awed being in the presence of a real tri-horned alicorn. Twilight assured them he was on their side.

"Are you alright?" Celestia asked. Grand Ruler felt woozy. Just that one attack really hit him hard, but he still felt strong enough to keep trying.

The giant Nightmare stomped her way towards the team. "She's coming!" cried Starla, and then she and the Star Fleet fighters transformed. _"STAR FLEET… MAGIC…!"_ but Nightmare only laughed at them with her loud voice. "Insolent pests…! You really think changing your clothes will save you?"

"We don't think…! We know!" shouted Lightning.

Twilight stepped at the head of her team. "You won't stand against all we've set up against you, Nightmare!"

Nightmare roared angrily and began thrashing about with her giant hooves, smashing the ground trying to attack the team, but they all scattered about so as not to make an easier target for her.

Once she was surrounded, the team used the power of the elements and the star stones to summon magical chains to hold her down, and prevent her from using any more power. "What is this magic?" Nightmare roared "Release me…!"

This was finally it. It was time to put an end to Nightmare's evil forever. "Is everyone ready…?" Grand Ruler asked. Everyone nodded they all charged up every last ounce of power they had in them, the star stones, and the elements, and blasted the evil demon from all directions. Nightmare screeched the loudest and most painful screech every as her body began to flare up and vaporize.

Luna was especially delighted to be a part of this moment- to vanquish her evil side forever! "THOU SHALT NOT RETURN AGAIN…!" Luna called out Nightmare's glowing body, rose up into the skies. Grand Ruler powered up his energy for one final attack. "So long, Nightmare!" he shouted as he fired his power.

Nightmare gasped as the large blast came at her. "G'ah…? NOOOOOO…!" she screamed as the blast hit her, and she vanished in a large explosion, and with her destruction… all the magic chains vanished. The slaves were all free, and the prisoners were all released. The pegasi and unicorns even got their wings and magic back.

Everyone leapt for joy and cheered over their win, but the kingdom still shook violently, and the red stormy skies grew black with even more darkness.

"Oh, no…! What now…?" cried Twilight.

Nobody knew what was coming, until those two large red eyes appeared in the darkened area of the skies followed by a sinister laughter, and a voice hissing _"I have returned!"_

**_To Be Continued_**…!


	27. Final Part: The True Magic!

**FINAL EPISODE**

**(Final Part)**

All the Equestrians were free from their chains, but all were just gazing up at those large eyes in the sky. Some of the little ones were hiding behind their elders trembling and crying with fear.

"Who are you?" asked Celestia.

The voice behind the eyes explained, "I am the one who has been observing you all for some time now- Watching you all as you took on all those evil creatures that came your way, and boldly revealing every last bit of your magical skills and powers. Now I have all that I require."

Lightning gasped "That voice…! I didn't want to believe it…" he said. His eyes narrowed, and he clenched his gloves into tight fists, "…Titan!"

Everyone who knew that gasped…

"Titan?" cried Starla

"It can't be!" cried Celestia "You said you defeated him."

Titan laughed in the darkness and explained what had happened…

…

_When Star Fleet nearly destroyed him in Unicornicopia, Titan was prepared for this and reached into his back and pulled out a small blob from within his body, a special one filled with enough strength and energy that would one day allow Titan to be reborn, body, power, and all…_

_The blob was cast out into Dimensional Space, and for all that time, Titan spent gathering more strength and power, while at the same time, observing his enemies so that he could effectively destroy them by learning their every magic technique, and learn how to overpower it…_

_Even if it meant using Nightmare, Discord, or even his own minions as disposable tools to gain the information he required._

_…_

Twilight and friends had never heard of anything more despicable in it their lives… the fact that he would just use creatures, preferably ones that served him and then just toss them aside. "That is… by far… the most ungrateful, wretched thing ever!" snapped Rarity.

"I never knew someone that could exist could be so heartless!" said Rainbow Dash "So… evil!"

Titan laughed and said. "Well… sad to say it is. My minions knew from the day they were created, that they were tools and respected that! So did the demon Discord, when I sent him to Unicornicopia."

"You sent Discord after us…?" snapped Starla.

"That's what I said…" replied Titan, "Though Discord didn't make it, the fact remains that Unicornicopia is gone, and Equestria is in ruin, and soon your entire universe will be exactly like that! You see how much your little friendship and goodness did you? Friendship and love are nothing but a farce! A lie! Good for nothing acts of stupidity used to manipulate weaklings such as you creatures who are too blind to notice how awful and hateful things really are!"

Celestia and her team had never in all their years heard such harmful bashing about friendship and love. They could tell that Titan really was as evil and spiteful and filled with hate just as the stories were about him. "Wow! He's got some grudge." Spike whispered. Twilight and friends nodded. The fact that someone would hate friendship and love this much and planned to wipe out all creatures who felt it really turned their stomachs!

Titan went on to explain that he had made a most fascinating discovery while he was away. He cast his gaze on Grand Ruler. "Celesto…! That is your name? You have always wondered the secrets of your birth… why you were born with three horns… and golden wings… yet you never got an answer?"

Grand Ruler looked confused "Yes!" he said "But what does this have to do with anything?"

Titan sniggered and decided to reveal to everyone the secret…

Golden horned unicorns were rare species, and would have access to certain powers and magic that others could never hope to use themselves such as the uniforce, but once every hundred-thousand years, the gods would allow one alicorn with three born usually a peasant couple at random. This creature would, one day, grow to possess extraordinary powers, and master magic beyond the comprehension of many.

In other words… this was child of the gods!

Grand Ruler could hardly believe what he was hearing, neither could the others "Grand Ruler…" said Lightning, but his master just stood there feeling heart-struck. "I'm a… child of the gods?" he exclaimed. This certainly explained a lot, as well as to having three horns and golden wings.

Celestia almost felt as surprised and as shocked as he did. Even she never knew of such powerful creatures existing as such records were not found in books. "But wait…?" asked Twilight "If he's really supposed to be all that powerful, then why does he hardly show it?"

Titan chuckled and explained that according to what he learned, tri-horned alicorns, sent by the gods, were not like ordinary unicorns like Celestia. It would take time for his ultimate powers to awaken, but the stronger and wiser he grew, the sooner his powers would one day awaken and he would no doubt become one of the most powerful, most magical enchanted creatures in all the universe.

"Ah…! What?" cried Grand Ruler in the most utter disbelief and shock of his life.

"Celesto!" cried Celestia.

The rest of the team gazed in awe, and felt speechless.

The way that Celestia had tapped into the uniforce, despite not having a golden horn, was a definite sign. Being near him, the power of the uniforce recognized her, and allowed to tap into that once.

Titan laughed at Grand Ruler's state of shock. "The truth is shocking, isn't it?" He also explained he now could never allow Grand Ruler's ultimate power to awaken, and how crushing he would make the dawning of his new era as ruler of a new hate-filled universe all the greater.

That's when Titan's eyes vanished in the skies, and he fully appeared in his old bodily form, but he was gigantic, even larger than Nightmare was when she was gigantic. His monstrous hands alone were as large as the whole group standing together. He laughed maliciously.

Grand Ruler was still feeling shocked and confused while trying to absorb all this. As much as he didn't trust evil, nothing else could explain anything about him at all. All this time he had wondered what reason it was for him to have three horns, and now he knew, and he knew what his destiny was. "Titan…!" he growled as he stood up heroically "I swear… even if my true power hasn't been awakened… so help me… I will stop you!"

"So shall I." added Celestia. "I'll never let such a vile creature like you spread hatred and chaos on the universe!"

Everyone else stood tall and proud, but suddenly they realized that the elements of harmony, and the star stones were gone. "Where did they go?" asked Artie.

"Look…!" cried Pinkie Pie. Everyone gazed up and saw Titan had them in his giant hand. "Oh…! Are these yours…?" he asked mockingly as he did the unthinkable- He clenched his hand tight and actually crushed the treasures into dust. Their magical energies flared out in soft explosions and were gone.

Everyone gasped in the deepest shock of horror. "He…. He did it!" cried Twilight. "He _actually_ destroyed them!"

"I can't believe he has that much power." said Luna

"A little sample of what's in store for ALL OF YOU…!" Titan shouted as he grabbed Grand Ruler and Celestia in his hands. _"No…!"_ cried Lightning and Twilight.

"Put us down…!" demanded Grand Ruler.

"Put us down this instant…!" growled Celestia.

Titan's eyes glowed. "As you wish!" and the inside of his hood began to glow mysteriously like a swirling vortex and he hastily threw them inside and they were gone.

Twilight and Lightning were devastated along with everyone else. "No! They… they can't be…!" cried Lightning.

Titan explained that they weren't dead, yet. "They have merely been infused inside of my very magical essence."

"They're inside of you…?" asked Applejack.

"YES…!" bellowed Titan "And every second they remain inside of me, their energies and magic are being infused into me. Soon they will be no more, and finally… and with them out of my way, nothing will stop me from destroying this universe and remaking it in my own image! All over there will be fighting, and darkness beyond imagination and with no friendship and love to ever combat it."

Everyone's anger began to peak. "GET HIM…!" Lightning shouted, and everyone fired their best attacks, but it was no good. They had used up a lot of their powers fighting Nightmare and her forces, and even so, their biggest attacks were only the size of insects compared to Titan's enormous size. He felt nothing but slight amusement. He chuckled and then raised his huge hand. "Everyone, watch out…!" cried Lightning and everyone dashed out of the way as Titan actually managed to use the, **_"UNIFORCE…!"_** drained from Grand Ruler and powered further by Celestia inside of him. Such a large and powerful energy blast flew straight through the ground of the kingdom and right out through the other end, which badly disrupted the force points that held the kingdom together.

Despite having missed any of his victims Titan didn't care. "You're fate is now sealed. I've disrupted the very core of this dimensional world, and in just a short while there will be bust of energy erupting from the ground so massive it will reduce the remains of this pitiful planet to a dust cloud, taking all of you miserable creatures with it! I, on the other hand, won't be affected, with the power of your two leaders inside of me; my massive strength will protect me with everything there is."

All hope now seemed completely lost for everyone, but Lightning. "No…!" he growled "I won't let this happen!" and he began to charge straight for Titan. "Lightning…!" screamed Starla

"He's crazy!" cried Dyno.

"Come back…!" called Fluttershy

"He'll be beaten…!

Or worse, eaten!" cried Rhymey

Despite calls and protests from the others, Lightning refused to head back, and continued to charge, much to Titan's annoyance. "Pitiful fool…!" he fired a ray of energy from his eyes nearly hitting Lightning and creating such and explosion that it threw him back, but he just got back up and tried again. Titan blasted at him again, and again. "What's he doing…?" asked Twilight "How can he just keep getting up like that?"

All anyone could figure was that Lightning was determined to get at Titan, despite all the odds being horribly stacked against them; he wasn't willing to give up! He wasn't going to let his master, The Grand Ruler, or Princess Celestia be threatened by any oversized demon sorcerer.

"I'll… get them… out… SOMEHOW…!"

Titan had had quite enough of this foolishness, and prepared to blast Lightning to bits, but as soon as he fired, two large portals appeared right over Lightning, one absorbed the blast, and the other transferred it right back at Titan as if it had made a U-turn. "A'RGH…!" Titan roared after being hit by this own power.

"Huh…?" wondered Lightning and then he said, "Krysta…!" and the other fairies were with her. "Did you miss me?" Krysta teased.

The other fairies began to evacuate all the other creatures of Equestria to the Safe Dimension, and while Titan was still stunned from his own blast. Krysta ushered everyone huddled in close to her. She knew Grand Ruler and Celestia were inside, "So you'll all have to get them out." she said, she wouldn't listen to what anyone else had to say, and told them all to get inside Titan's hood using the same technique she had just used.

She formed one portal near everyone, and the second directly near Titan's head. "Go, now!" she shouted, and she and everyone else jumped through. They popped out through the other portal and could feel themselves being pulled in by strong winds that were Titan's breathing, and all fell into the blackness of his hood and into that vortex.

Titan could only roar in extreme outrage.

…

Inside of Titan was nothing anyone expected. It was like being a dark realm, with dark swirling colors and lights. Spike felt himself getting queasy, and his cheeks turned green. "Oh…! I think I'm going to hurl…!" he groaned.

Twilight lifted him onto her back. "This place is just… it's just…"

"Interesting…!" exclaimed Brain "Most, most, most interesting! I wouldn't have believed it possible!"

"Yeah, yeah… it's breath-takin'." Said Applejack "But what in tarnation are we supposed to do now?"

"We must find Celestia and Celesto." said Luna "We cannot allow Titan to absorb their energies any longer."

The only trouble was where to start looking. All ways round they couldn't tell which way was up, or down, or anywhere round, and the swirling dark colors and lights made it harder to tell. "Oh boy…!" groaned Spike as he felt his stomach gurgling, and in his dizziness, he thought he could see something up ahead. "Is that…?" He shook himself awake and looked up ahead. "Look over there!"

Everyone could see Grand Ruler and Celestia being held by slimy magical tentacle-like thinks by all four of their limbs, and their horns. They just remained like that with their eyes closed. They looked pretty weak and a little dehydrated as well.

"Princess!" cried Twilight as she ran to her mentor's side "Princess Celestia! It's me, Twilight. Wake up, please!"

Lightning walked over to Grand Ruler "Grand Ruler...! Don't let Titan do this to you."

The two royal alicorns didn't even move as if they couldn't hear a thing, and Titan's voice could be heard as his huge eyes actually appeared in the darkness above them. _"Go ahead. Waste your tears over those, soon to be no more, fools."_

Twilight roared angrily and fired a magical beam at the eyes, but her blast only went through them. "It's just an illusion…" said Abra "He's trying to torment us with lies and deceit! Don't listen to him."

It was so hard for the others not to, with the royal alicorns getting weaker, and Titan getting stronger; his constant taunting seemed to have quite an effect. _"Your precious rulers have given up on all of you. The friendship, harmony, and believing have failed them just as they have failed all of you. They know the end is coming. They've abandoned you… to me!"_

A lot of the others, felt hurt. Twilight even had tears in her eyes for actually letting Titan get to her. His evil laugh made her sag down on her bottom. "No…!" she cried "The princess would never do this."

"You monster…!" roared Luna "Cease filling our heads with these lies!"

"We've got to keep trying!" said Lightning. Everyone tried as hard as they could to break the tentacles holding their leaders, but they were so incredibly strong and didn't budge an inch. Rarity really wished they had the elements of harmony now, and the twins wished they had the rainbow stones.

"Forget them…!" snapped Lightning. This made everyone gasp in shock, but Lightning gazed up at his mentor. "Sire… listen, I'm not giving up. I know you can hear me!" His master still didn't move or open his eyes, and neither did Celestia. "Twilight, help…! Just talk to the princess."

Twilight didn't understand at first, but figured it worth a try. "Princess Celestia… I'm here. We're all here."

The two students did their best to wake their mentors- telling them that they were both strong creatures who taught them both well, and one thing Twilight and Lightning learned was never to give up. Everyone on the entire Dimensional Universe was now depending on them and all their subjects. "Believe in us!" cried Twilight.

"Believe in them…!" said Lightning.

A small groan escape form Grand Ruler's throat, and he opened his eyes, "I… do believe!" he said.

"Me… too…!" cried Celestia as she awoke.

Grand Ruler's three horns began to glow and shimmer brighter than ever.

_"What's this?"_ Titan's voice growled _"It cannot be!"_

Grand Ruler was beginning to unlock his secret hidden powers from deep within, thanks to everyone believing in him and Celestia. "Everyone, continue to believe!" he told them "We will get through this together!"

Everyone closed their eyes, and concentrated hard, which made Grand Ruler glow brighter than ever, and Celestia began to glow too. "Celestia!" he said to his fiancée "You, your subjects and mine have me to unlock my true power, and I wish to share it with you and all the others… will you lend me your cooperation in vanquishing this great evil for all time?"

Celestia wasted no time in answering. "Yes! Celesto, I will help you!" Her body began to glow brighter, and everyone else felt themselves being teleported.

…

Titan felt really strange inside. "This can't be happening!" he growled as the heroes emerged through his hood in beams of light. "We're out…!" cried Krysta.

Starla looked up in the sky and gasped, "Look…!" Everyone gazed up and saw Grand Ruler and Celestia, still glow, and spinning round and around and merging together as one.

What everyone saw next left them beyond words- A giant humanoid creature with pointed ears with long golden hair and four golden horns on its head. It had gold and silver armor, wings. It wore a skirt with the colors of Celestia's mane and tail, and a cape as red as Grand Ruler's.

The rainbow rod left Lightning and dashed up to the creature, transforming into a long and powerful scepter.

Everyone was so fascinated by this creature. Part Princess Celestia, and part Grand Ruler. They had become a creature known as, _"GRAND CELESTIAL RULER…!"_ it shouted in its fused, god-like voice.

Titan glared furiously at the creature as The Ruler said to him. _"Titan…! In the name of every creature you have harmed… of every dimension you have infected and destroyed… Your time to answer is now!"_

Titan growled with his fists clenched. "You forget…!" he sneered, "I still hold enough of your powers… AND I CAN STILL FIGHT YOU…!" His shout echoed as he leapt up into the air, ready to fight.

He missed his first strike and The Ruler blasted him hard, but then Titan managed to flip around and blast right back. The two forces seemed equal in every possible way and continued to fight to what seemed like an endless brawl, and it looked like anyone's win.

The decaying kingdom was already beginning to break up and fall to pieces just as Titan had promised. Krysta suggested that everyone go with her to one of the other planets. "No…!" snapped Lightning "We can't just go…! We've got to try and help somehow."

"But how…?" asked Fluttershy "The elements of harmony are gone."

"So are the rainbow stones." added Buddy Rose "We don't stand a chance without them."

Lightning felt himself about to really lose his temper. "What's with all of you?" he shouted. Everyone gazed at him like he was a big bully gazing down at a helpless foal. "You're all missing the whole point of how we got this far… we don't need any treasures or weapons to fight. We've had the magic inside us all the time."

Everyone began to feel that Lightning was right. Luna stood tall and proud… She was powerful enough, and she never even had an element of harmony.

Twilight remembered all the spells she learned to master on her own as well.

One by one, everyone was beginning to realize the truth. Even those who didn't have battle magic, like Brain and Abra, were starting to feel different. That's when everyone began to glow, and feel the magic running through them. "Wow…! This feels so… so…" Pinkie just couldn't find the words.

"I feel like I could circle the whole universe." cried Rainbow Dash.

"I feel the power…

Like I could crush a tower." said Rhymey.

Lightning smiled at everyone, and then they all turned to gaze at the two warring ones in the sky. Titan took a big swing at The Ruler, but missed, and allowed The Ruler to strike him hard with the scepter, forcing him back hard.

_"It is time…!"_ said The Ruler as it held the scepter high, and it began to glow with the most mystical glow ever. The Ruler recited a magical chant…

_"Cosmic powers, hear my call_

_Come forth now, and make evil fall_

_Nevermore will darkness reign,_

_Let peace and harmony replace the pain_

_Now let be finished what has begun_

_And through the darkness shall light now run_

_Let hope shimmer and burden so bright…_

_I summon forth the… **MYSTIC LIGHT…!" **_

The scepter glowed brighter and brighter as the most powerful of magical light began to pulsate from it. The Ruler whirled the scepter round and around many times, poised it at Titan, and fired the biggest energy force straight at him.

"No…!" roared Titan as he stuck out his huge hands and held the force back with his own strength preventing it from going any further. It was totally unbelievable, all that power and Titan was still managing to stay strong, much to The Ruler's outrage and shock, but it kept on firing the beam, but it didn't move at all.

Titan also laughed hard and maliciously "Even you if you defeat me now… I returned once before… AND I SHALL CONTINUE TO LIVE ON… FOREVER…!" He was hinting that he would only perform the same trick he did last time, and was quite confident that he would survive.

"Think again, Titan…!" called a voice from down below.

"Huh?" Titan looked below and saw Lightning and Twilight standing on top of a rock pile. Both were glowing madly, and so were all their friends behind them, and in the sky… Krysta and all her fairies had conjured the biggest portal anyone though imaginable which showed all the other Equestrians, and Unicornicopians in the Safe Dimension… all were glowing, and showing their true powers by believing in themselves, their friends and loved ones… and especially, believing in the power to destroy Titan for good!

"Titan…! This is goodbye!" shouted Lightning.

"From all of us!" added Twilight.

"No…!" shouted Titan as the army of creatures launched their power into a second extremely powerful beam that crashed right into him. Titan could feel his inner magical body beginning to break up. "NO…! THIS CAN'T BE HAPPENING…!" he shouted as he felt the two forces shoving him out into Dimensional Space, straight for the Dimension of Darkness, and shouting his final words "CURSE YOU…! CURSE… YOU… ALL!"

He burst right through the dimensional barrier, and crashed into his world so hard with the mystical light, the entire dimension exploded into dust, and was completely wiped out from existence and with it, all the evil that ever came and possibly would come from it.

Everyone cheered in such joy and a seemingly never-ending cry of victory, but the dimension they were in began to quiver and shake. It was ready to blow. "Everyone, quick!" cried Krysta "Into the portal!"

"Whoa…!" cried Spike as he was nearly engulfed by a fiery burst. "You don't have to tell me twice." Then he and everyone else hastily jumped through the portal, but Lightning and Twilight stopped when they realized Grand Celestial Ruler was just remaining where it was, not even moving. "Hey…!" called Twilight "Come with us…!"

The Ruler did not move, and just gazed at her and Lightning. "Don't leave us…!" shouted Lightning. The Ruler still did not move.

"Hurry you two!" cried Krysta.

"Not without them!" cried Twilight, but she and Lightning were soon dragged into the portal by their friends. Krysta followed them, closing the portal behind her as the remains of the kingdom went up in a massive flame, and just like Unicornicopia, it was reduced to a burning baron wasteland.

…

Everyone else was taken to another planet. An uninhabited one where no one lived and wasn't protected by Star Fleet…

Everyone could see the explosions from space with their own eyes, they were all just completely devastated, not just by the fact that the kingdom was destroyed, but there was no sign of The Grand Celestial Ruler.

Twilight and Lightning fell on their bottoms and their heads drooped downward.

"Princess… Celestia!" sobbed Twilight.

"Grand Ruler…! Why…?" growled Lightning.

Just then, there was a bright flash of light, followed by a voice saying, _"There is no need to grieve."_

Everyone gazed up and saw Grand Celestial Ruler appear in the skies alive and well as it did have the power to do pretty much anything thanks to Grand Ruler sharing his power with Celestia. Everyone cheered for joy again. Titan and his evil demons were gone, and hopefully soon forgotten. They would never threaten the Dimensional Universe again. However, both the Equestrians kingdom and Unicorns' had been virtually demolished and were now in ruin.

"We have no place to live now." cried Pinkie Pie.

A lot of the ponies felt very upset, and few began to cry, but The Ruler assured them that not all was lost. The cost of victory was high, but there was still hope.

_"Do you know why we were all able defeat Titan?"_

Most thought it was because of Grand Ruler unlocking his full godlike powers, and sharing them with Celestia, thus forming Celestial Ruler, but Lightning and Twilight realized the true reason. "It was our believing, wasn't it?" said Lightning.

"That's what gave you the strength, and gave us all the true power?" added Twilight

The Ruler nodded and explained that true magic always came from within one's heart, not from symbols and artifacts. True, the elements of harmony and the star stones did play a major role, but even when they were destroyed they were not truly gone forever. _"And the same applies to both our worlds."_

What it was hinting was that although the two kingdoms had been destroyed, there was still hope to start over, _"Just trust and believe, and together… we can all piece together what we have lost."_

Everyone decided to try and, and all at once made a full circle around the entire planet, joining hooves, and claws, gloves together with The Ruler in the very center. It raised its scepter up high as everyone shunt their eyes and looked deep inside and focussed on everything.

All at once, everyone began to glow as their believing… their faith… everything pure that they could feel flowed from their bodies in small beams of soft light that slowly moved towards the tip of The Ruler's scepter, and two mystical beams shot out towards the debris of the two dead worlds out in Dimensional Space and broke them up into tiny specks of light which began to spin all around the empty planet they were on now- like a twister of light and colors as the dimension began to expand and transform. All the towns and villages from both kingdoms began to reform, only better than before with combinations of the two lands.

All the lakes, plains, meadows, forests, valleys, cites, and mountains… It was all coming back, together. All three worlds and reformed and were restored as one, whole new world. When all was done, the last bit of magic had separated The Ruler back into Celestia and Grand Ruler.

The two rulers stood tall and proud as they faced their friends and subjects…

…It was time for a new beginning.


	28. Epilouge: Welcome to United Equestria

**EPILOUGE**

This new world was now known as United-Equestria…

It was a place for all creatures of many kinds, and where friendship, harmony, and believing reigned over all, and it was all shared under the rule of Queen Celestia, and Grand Ruler Celesto, and Luna as well. They would all equally rule the kingdom together.

In this new world, everyone would learn to appreciate, understand, and help one another as more peaceful and mannered kingdom… but Star Fleet would still exist, and they would still rise up against evil were any new threats to occur.

Celesto didn't mind being called by his real name any longer, but he still held tight to his royal title. Both he and Celestia were very proud of their students, Twilight and Lightning, and knew that they would both grow well, strong, and wise.

Still, everyone now had new homes, new lives…

Buddy Rose lived at New Sweet Apple Acres as hired help on Applejack's land, but he did have his own house aside from hers. His gardening skills were very useful, and he was a big help during apple-buck season. His Petal Dance managed to knock of whole bushels of apples of loads of trees at once, reducing work by a large percent.

Artie had opened his newest studio, and was harder at work painting, sculpting, and making finer works of arts to bring to his new gala for everyone to enjoy. Rarity was a frequent visitor and enjoyed seeing all his works as it helped her come up with new fashion ideas.

Rhymey still wrote poems and songs, and was a big hit at the New Ponyville poetry club, and others times he spent visiting and helping Fluttershy. Rhymey even wrote special poems about her and only for her hear. There was defiantly a strong bond coming between them

Cookie Dough opened a new restaurant that became just as famous as his old one. Pinkie Pie and the Cakes were frequent customers, and they always brought baby Pound and Pumpkin. Pinkie always even celebrated whatever special day it was in the restaurant… like flapjack day, or new moon every month when prices were cut.

Brain became a teacher at pony middle schools, but he still remained an axillary Star Fleet member, and still often took time to invent new things he hoped to make like better for everyone. Cheerilee was amazed by his teacher ethics and skills, but often didn't understand it when he spoke in big words, and preferred to keep teaching smaller ponies, like the crusaders.

Abra Kadabra was still a magician and also one of Trixie's rivals now. Everyone seemed to prefer Abra to her because he was nicer, and more polite than big mouthed, and bragging like rude Trixie was. This often resulted in them having magical contests to see who was better than whom, yet they both seemed to be equally as good as the other.

Dyno and Myte were still miners, but also became executive construction workers. They built many buildings, homes, schools, even playgrounds for the children, and obstacle courses for training which Rainbow Dash couldn't seem to get enough of. "This is so much fun…!" she would always yell with joy as she played.

Starla ran a daycare center near the library where Inquerious now worked. It was fun playing with all the little foals and teaching them how to read, even though Inquerious still spoke constantly in questions. Though Starla would still take her times and go star gazing on clear nights.

Twilight and Lightning were now in a shared apprenticeship with their two mentors. Celestia was teaching Lightning more about friendship and harmony, and how to live life outside of the battlefield, while Celesto would teach Twilight, and often her friends about the ways of the warrior, and how not always to rely on magic to get simple things done… especially how to stand upright on their hind legs more effectively for longer period of time and use the magic gloves. Rainbow Dash however seemed to be keen on still joining the Wonder bolts, or maybe even Star Fleet itself, while some of the others preferred to be auxiliary members only.

While they were learning these things, Spike and Krysta would often amuse themselves by playing cards, chess, or checkers… Spike didn't seem to have knack for playing against a fairy though.

"Ha!" he would remark "I have three queens. What do you have?"

"Four kings." Krysta would simply say.

"Not again…!" Spike would groan. "She does this every time."

Krysta would giggle.

Nonetheless, Twilight and her friends were awarded special medals of honour for bravery and assistance in the great wars, which made them honorary Star Fleet members at least. Shining Armor was very proud of Twilight. "Way to go Twili…" he said giving her a playful nudge, and Candence pecked her sister-in-law on the cheek. "We're so proud of you."

And Lightning and friends, they received huge honors as well, especially Lightning. He was now, Captain Lightning Dawn, lead commander of the Star Fleet legion of United Equestria. Not bad for a unicorn who never had his own magic. He knew his parents would have been very proud of him.

Still, he promised to remain as town helper whenever he was off duty, or not in battle.

…

One night a Grand Galloping Gala was held, not only to celebrate the beginning of United-Equestria, but the marriage of Celestia and Celesto. After over a-thousand years, their dream had come true. It was one of the most magical things that everyone would cherish forever. Pinkie and Rarity couldn't stop blubbering though Rarity seemed to be blubbering more over the beautiful wedding outfits that she had designed.

Luna was very happy too to have Celesto as a brother, and he was happy to have her as a sister too. He never had siblings before, and it felt very wonderful.

At the ball, everyone feasted like they were all royalty, and they all dances, and sang, and had a most magical evening. Celestia and Celesto even shared their first dance as a married couple to the same song they sang years ago the first time they danced… "Wonderful you"

Soon everyone was dancing with someone…

Fluttershy danced with Rhymey wonderfully; more graceful than the first night Rhymey had come. Rarity even danced with Spike. "You're so graceful, Spike." She complimented.

"Aw, go on!" Spike said.

But outside on a Terrace, Starla was gazing out at the stars when Lightning came and extended his hoof to her. "Starla Shine… may have this dance?" he asked tenderly. She accepted, and the danced on the terrace under the moonlight and stars.

"Starla…?" he asked her near the end of the dance.

"Yeah…?"

They were gazing deeply into each other's eyes. "I… I've wanted to ask you… something special for a long time, but I… well… I just…"

Starla just closed her eyes and softly pursed her lips at him. Lightning hesitated at first, but finally moved in closer gently pressing his lips against hers.

A lot of the ponies could see them from the ballroom, even Celestia and Celesto. They all smiled. "Way to go, Lightning." Krysta said to herself. "I knew you could do it."

**_MY BRAVE UNICORN  
STAR FLEET MAGIC_**


End file.
